Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Form 10-K filed by L Brands, Inc. (the "Company")
on March 30, 2020, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of the Company authorized management of the Company to
take steps to terminate the L Brands, Inc. Supplemental Retirement Plan (the
"SRP") in connection with the sale to SP VS Buyer LP ("Sycamore"), an affiliate
of Sycamore Partners Management, L.P., of a 55% interest in Victoria's Secret,
with such termination date to be determined.
On June 27, 2020 (the "Termination Date"), the Committee authorized the
termination of the SRP. Any remaining benefits and obligations under the SRP are
expected to be paid out in full approximately one year following the Termination
Date. Pursuant to applicable rules under the Internal Revenue Code, certain
other deferred compensation arrangements were simultaneously terminated and
liquidated, including any remaining elective deferred stock units and deferral
elections under the Company's Stock Award and Deferred Compensation Plan for
Non-Associate Directors. In addition, any retirement-eligible associates of the
Company who were eligible for special pro rata vesting on any restricted stock
units held by such associate will no longer receive pro rata vesting treatment
on a retirement following the Termination Date.
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