UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 17, 2022 (August 15, 2022)
| Bath & Body Works, Inc. | |||||||||||
| (Exact Name of Registrant as Specified in Its Charter) | |||||||||||
| Delaware | |||||||||||
| (State or Other Jurisdiction of Incorporation) | |||||||||||
| 1-8344 | 31-1029810 | ||||||||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||
| Three Limited Parkway | |||||||||||
| Columbus, | OH | 43230 | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(614) 415-7000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.50 Par Value | BBWI | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
and
Item 7.01. Regulation FD Disclosure.
The following information, including Exhibit 99.1, is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On August 17, 2022, Bath & Body Works, Inc. (the "Company") issued a press release setting forth its second quarter 2022 results and its third quarter 2022 earnings guidance. In addition, the press release contains updated full year 2022 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 15, 2022, Chris T. Cramer, the Company’s Chief Operating Officer, notified the Company of his decision to resign from the Company to pursue other opportunities effective on August 17, 2022. Mr. Cramer’s decision to resign was not due to a dispute or disagreement with the Company or its management. The Company does not intend to fill the Chief Operating Officer role, and Mr. Cramer’s responsibilities will be overseen by other members of the Company’s management team.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release of Bath & Body Works, Inc., dated August 17, 2022.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bath & Body Works, Inc. | |||||||||||
| Date: | August 17, 2022 | By: | /s/ WENDY C. ARLIN | ||||||||
| Wendy C. Arlin | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||