Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 27, 2022, the Board of Directors (the "Board") of Bath & Body Works,
Inc. (the "Company") amended and restated the Company's Amended and Restated
Bylaws (as so amended and restated, the "Bylaws"), effective January 27, 2022,
to make certain updates and conforming and technical changes, including the
following: (i) update references to "chairman" to "chair"; (ii) provide that the
Chair of the Board and the Chief Executive Officer of the Company may be
different persons and the powers and duties of the Chief Executive Officer;
(iii) expressly permit stockholder meetings to be held by means of remote
communications; (iv) update procedures on the stockholders list, including
providing that the Company may provide a complete list of the stockholders
entitled to vote at a stockholders meeting on a reasonably accessible electronic
network if the meeting is to be held solely by means of remote communications
and the information required to access such stockholder list is provided with
the notice of meeting; (v) allow for adjournment of a stockholder meeting for
lack of a quorum by either the chair of the meeting or a majority in voting
interest of the stockholders present; (vi) clarify that resignations of
directors and officers may be provided by electronic transmission; (vii) provide
that the Chair of the Board and the Vice Chair of the Board, if filled, need not
be officer positions; and (viii) make other technical, ministerial and
conforming changes.
The Bylaws are filed with this Current Report on Form 8-K as Exhibit 3.1 and are
incorporated by reference herein. The foregoing summary of the amendments to the
Company's Amended and Restated Bylaws is qualified in its entirety by reference
to the full text of the Bylaws.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws of Bath & Body Works, Inc., effective
January 27, 2022
104 Cover page Interactive Data File (Formatted in inline XBRL and
contained in Exhibit 101)
© Edgar Online, source Glimpses