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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