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): February 3, 2025 (January 31, 2025)
Bath & Body Works, Inc.
(Exact name of registrant as specified in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on January 31, 2025, Deon Riley ceased to serve as Chief Human Resources Officer of Bath & Body Works, Inc. (the “Company”). The Company will initiate a search to identify the Company’s next Chief Human Resources Officer. Following such date, it is expected that Ms. Riley will serve as a non-executive employee of the Company to assist with the orderly transition of her responsibilities until her separation date, which is expected to occur on or about March 2, 2025 (the “Separation Date”). Until the Separation Date, Ms. Riley will be eligible to receive compensation on the same basis as her current compensation.
Subject to Ms. Riley’s continued employment in good standing through the Separation Date, on such date Ms. Riley’s employment with the Company will be terminated without “cause” and she will become entitled to the payments and benefits applicable on such a termination under the terms of the executive severance agreement between the Company and Ms. Riley, dated May 13, 2022, in accordance with and subject to the terms thereof, including the Company’s receipt of an effective release of claims against the Company from Ms. Riley. The executive severance agreement with Ms. Riley is filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the Securities and Exchange Commission on March 22, 2024. Following her separation, Ms. Riley will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.
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: February 3, 2025 | By: | /s/ Michael C. Wu | ||
| Name: | Michael C. Wu | |||
| Title: | Chief Legal Officer and Corporate Secretary | |||
