Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on February 23, 2022, Bath & Body Works, Inc. (the
"Company") announced that the Board of Directors (the "Board") of the Company
appointed Board Chair Sarah E. Nash as Executive Chair, effective as of February
22, 2022, and that, effective as of May 12, 2022, Ms. Nash will be appointed
Interim Chief Executive Officer, and Andrew M. Meslow will be stepping down as
Chief Executive Officer and as a member of the Board due to health reasons.
In recognition of Ms. Nash's continued leadership as Chair of the Board in
facilitating the successful and transformative separation of Victoria's Secret &
Co. from the Company in August 2021, and in light of her appointment as
Executive Chair and, effective as of May 12, 2022, Interim Chief Executive
Officer and the critical importance of retaining Ms. Nash for an extended period
to support the Company's continued growth and success after the separation, on
March 10, 2022, the Board approved a one-time award of restricted stock units
("RSUs") to Ms. Nash having an aggregate grant date value of $18 million (the
"Award"). The Award was granted under the Company's 2020 Stock Option and
Performance Incentive Plan (the "2020 Plan") and is scheduled to vest in three
approximately equal annual installments, subject generally to Ms. Nash's
continued service as a member of the Board through each vesting date. The Award
was unanimously approved by the independent members of the Board following the
unanimous recommendation of the Human Capital & Compensation Committee of the
Board. In connection with Ms. Nash's role as Executive Chair and, effective as
of May 12, 2022, Interim Chief Executive Officer, she may receive other
customary compensation arrangements, which may include a base salary and
short-term incentive compensation opportunity, and such arrangements will be
evaluated and determined in due course.
Ms. Nash has served as a member of the Board since 2019 and served as
non-executive Chair of the Board from May 2020 through February 21, 2022. During
that time, the Board believes that she has provided unparalleled leadership and
support to the Company through a period of significant uncertainty, transition
and transformation. The Board believes that Ms. Nash has been, and will continue
to be, critical to the Company's successful transformation and turnaround
following the COVID-19 global pandemic and the resulting uncertain and
challenging business environment, including in connection with navigating the
Company through a CEO transition process in 2020 and the separation of
Victoria's Secret & Co. in August 2021. In addition, the Board believes Ms. Nash
will be instrumental in positioning the Company for long-term future growth and
success as a standalone company, including as the Company commences another CEO
transition with Ms. Nash serving as Interim Chief Executive Officer. The Board
believes that the Award is necessary to help ensure Ms. Nash's continued
retention and support, as well as the stability of the Company's leadership team
during this new period of transition for the Company.
The preceding description of the Award is only a summary and is qualified in its
entirety by the terms of the Restricted Share Unit Award Agreement with Ms.
Nash, dated March 10, 2022, a copy of which is filed as Exhibit 10.1 hereto and
is incorporated by reference herein.
Item 8.01. Other Events.
In connection with Ms. Nash's appointment as Executive Chair and, effective as
of May 12, 2022, Interim Chief Executive Officer, on March 10, 2022, the Board
appointed Stephen D. Steinour as Interim Lead Independent Director.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
No.
10.1 Bath & Body Works, Inc. 2020 Stock Option and Performance Incentive
Plan Restricted Share Unit Award Agreement, dated March 10, 2022, by
and between the Company and Sarah E. Nash
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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