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): March 6, 2023 (March 5, 2023)
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 | Name of each exchange | ||
| 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.
On March 5, 2023, the Board of Directors (the “Board”) of Bath & Body Works, Inc. (the “Company”) appointed Thomas J. Kuhn as an independent director of the Company effective as of March 10, 2023.
Mr. Kuhn has served as Managing Member of Doorbrook LLC (“Doorbrook”), a private advisory and investment firm, since 2022. Prior to Doorbrook, Mr. Kuhn was Senior Advisor and Special Counsel at Oscar Health, Inc., which he joined following his employment at the law firm of Covington & Burling LLP, where he served as Of Counsel until 2021. From 2000 through 2013, Mr. Kuhn was a Managing Director at investment banking firm Allen & Company LLC (“Allen & Company”). Prior to joining Allen & Company, he was the Senior Vice President and General Counsel of USA Networks, Inc. (a predecessor to IAC).
Mr. Kuhn will receive the standard compensation payable to non-employee directors of the Company, which is described in the Company’s 2022 proxy statement filed with the U.S. Securities and Exchange Commission on March 31, 2022. Mr. Kuhn has not been named to any committees of the Board at this time.
There is no arrangement or understanding between Mr. Kuhn and any other person pursuant to which he was selected as a director. Mr. Kuhn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 6, 2023, the Company issued a press release with respect to the appointment of Mr. Kuhn to the Board, a copy of which is furnished with this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Current Report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit 99.1 | Press Release of Bath & Body Works, Inc., dated March 6, 2023. | |
| 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: March 6, 2023 | By: | /s/ Michael C. Wu | ||||
| Name: Michael C. Wu | ||||||
| Title: Chief Legal Officer and Corporate Secretary | ||||||