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)

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