Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Leadership Updates
As previously disclosed, upon the conclusion of the Annual Meeting of
Stockholders (the "Annual Meeting") of Bath & Body Works, Inc. (the "Company")
held on May 12, 2022, Andrew M. Meslow stepped down as Chief Executive Officer
of the Company and as a member of the Company's Board of Directors (the "Board")
due to health reasons, and Sarah E. Nash, Executive Chair of the Company, was
appointed to also serve as Interim Chief Executive Officer of the Company. The
Board has retained a national search firm to assist in identifying a permanent
Chief Executive Officer. Robert H. Schottenstein also retired from the Board on
May 12, 2022, at the conclusion of the Annual Meeting.
Ms. Nash, age 68, has served as Executive Chair of the Company since February
2022 and served as an independent Chair of the Board between May 2020 and
February 2022. She joined the Board in 2019. Ms. Nash is also chair of the
board, chief executive officer and majority shareholder of privately held
Novagard Solutions, an innovator and manufacturer of silicone sealants and
coatings and hybrid and foam solutions for the Building Systems, Electronics, EV
and Battery and Industrial and Transportation markets. Ms. Nash spent nearly 30
years in investment banking at JPMorgan Chase & Co. (and predecessor companies),
a financial services firm, retiring as Vice Chairman of Global Investment
Banking in July 2005. Ms. Nash currently serves on the boards of directors of
Blackbaud, Inc., a software company providing technology solutions for the
not-for-profit industry, and privately held HBD Industries, Inc., a manufacturer
and supplier of general purpose and application-engineered industrial products.
Ms. Nash is Trustee of the New York-Presbyterian Hospital, a member of the
National Board of the Smithsonian Institution, a member of the Smithsonian
Tropical Research Institute, Panama and the Chair of the International Advisory
Board of the Montreal Museum of Fine Arts.
There are no arrangements or understandings between Ms. Nash and any other
person pursuant to which she was selected as the Interim Chief Executive
Officer. There are no family relationships between Ms. Nash and any director or
executive officer of the Company. Ms. Nash does not have any direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
In addition, on May 9, 2022, James L. Bersani, President, Real Estate of the
Company, announced his retirement from the Company, effective as of October 7,
2022.
Ms. Nash's Compensation
On May 11, 2022, the Human Capital & Compensation Committee of the Board (the
"HCC Committee") approved Ms. Nash's compensation in her role as Executive Chair
and Interim Chief Executive Officer in light of her expanded responsibilities
and leadership. Specifically, as Executive Chair for the period of February 22,
2022 through May 11, 2022, Ms. Nash will be entitled to receive an annual base
salary of $1,000,000. In her capacity as Executive Chair and Interim Chief
Executive Officer effective on May 12, 2022, Ms. Nash will be entitled to
receive an annual base salary of $1,350,000 and a short-term performance
incentive compensation target of 190% of her base salary, with any short-term
incentive awards earned in respect of the Spring 2022 season prorated based on
the number of days Ms. Nash serves as Interim Chief Executive Officer during the
season.
Ms. Rosen's Compensation Increase
On May 11, 2022, the HCC Committee approved an increase in the base salary and
incentive compensation target for Julie B. Rosen, President of the Company.
Specifically, effective as of May 12, 2022, Ms. Rosen's annual base salary was
increased to $1,000,000 (which represents a 15% total increase over her 2021
annual base salary). In addition, her short-term incentive compensation target
was increased to 160% of her base salary beginning with the Spring 2022 season
(which represents a 39% increase over her 2021 short-term incentive compensation
target). The HCC Committee approved these increases in light of Ms. Rosen's
expanded responsibilities following the announcement of Mr. Meslow's departure,
including her oversight over a number of additional functions which previously
reported directly to Mr. Meslow.
Retention Arrangements
In light of the Company's recent leadership changes (as described above), and in
order to retain and incentivize the Company's existing leadership team who is
critical to positioning the Company for long-term future growth and to
navigating the Company steadily through this transitional period (including as
the Company searches for a permanent Chief Executive Officer), on May 13, 2022,
the Company entered into Executive Retention Agreements (the "Retention
Agreements") with each of Wendy C. Arlin, the Company's Executive Vice President
and Chief Financial Officer, Ms. Rosen and Deon N. Riley, the Company's Chief
Human Resources Officer.
Under the Retention Agreements, each of Mses. Arlin, Rosen and Riley will be
entitled to receive a cash retention bonus ("Cash Retention Bonus") of $1.2
million, $2.0 million and $1.2 million, respectively. The Cash Retention Bonuses
will be paid in three installments as follows, subject to the executive's
continuous employment though each applicable payment date: 40% on the first
payroll date following the effective date of the Retention Agreement; 30% on the
first regularly scheduled payroll date in January 2023; and 30% on the first
regularly scheduled payroll date in May 2023. Under the Retention Agreements, in
the event the executive's employment is terminated (i) due to her death or
"disability", (ii) by the Company without "cause" or (iii) by the executive for
"good reason", then the executive will remain entitled to receive any unpaid
portion of the Cash Retention Bonus on its original payment schedule. In the
event the executive's employment terminates for any other reason prior to the
third retention bonus payment date, then any unpaid portion of the Cash
Retention Bonus will be forfeited and the executive will be required to repay to
the Company any cash retention bonus payments previously paid to the executive
under her Retention Agreement (on an after-tax basis).
In addition, under the Retention Agreements, each of Mses. Arlin, Rosen and
Riley were granted a one-time retention award of performance share units (the
"Retention PSU Awards") under the Company's 2020 Stock Option and Performance
Incentive Plan, which had an aggregate grant date target value of approximately
$1.2 million, $2.0 million and $1.2 million, respectively. The Retention PSU
Awards will be earned between 0% and 150% based on achievement of two
equally-weighted performance metrics (Relative Revenue Growth CAGR and Operating
Income Rate), each measured over the Company's 2022 and 2023 fiscal years. The
earned Retention PSU Awards will vest on May 13, 2024, subject generally to the
executive's continued employment through such date. In the event (i) the
executive's employment is involuntarily terminated by the Company other than for
"cause" or misconduct or (ii) the executive resigns for "good reason", then the
service condition applicable to the Retention PSU Awards will be deemed
satisfied and the Retention PSU Awards will remain outstanding and eligible to
vest based on achievement of the performance metrics calculated as of the end of
the performance period. The actual number of performance share units that were
granted to the executives pursuant to the Retention PSU Awards were determined
by dividing the above approved values by the closing price per share of the
Company's stock on the grant date.
The foregoing descriptions of the Retention Agreements and the Retention PSU
Awards are qualified in their entirety by the text of the Retention Agreements
and the Retention PSU Awards, copies of which will be filed as exhibits to the
Company's quarterly report on Form 10-Q for the fiscal quarter ending July 30,
2022.
Severance Arrangements
On May 13, 2022, the Company entered into executive severance arrangements with
each of Mses. Arlin, Rosen and Riley that will apply in lieu of the severance
protections set forth in their existing employment agreements with the Company
(the "Severance Agreements"). The Company entered into these Severance
Agreements in order to provide for uniformity of severance protections amongst
each of Mses. Arlin, Rosen and Riley and to help reinforce and encourage the
continued attention and dedication of the Company's leadership team to the
execution of the Company's strategic plans during this transitional period for
the Company.
Under the Severance Agreements, in the event of a termination of the executive's
employment by the Company without "cause" or by the executive for "good reason",
in each case other than during the three-month period prior to, and the 24-month
period following, a "change in control" of the Company, then the executive will
be entitled to receive (i) continued payment of base salary for two years
following the termination date, (ii) an amount equal to two years of COBRA
premiums, (iii) the executive's incentive compensation award for the season in
which the termination date occurs, prorated based on the number of days employed
during such season and determined based on actual performance, (iv) the
incentive compensation the executive would have received if the executive had
remained employed by the Company for two years following the termination date,
. . .
Item 5.07. Submission of Matters to a Vote of Security Holders.
The matters voted upon at the Annual Meeting, each of which is described in the
Proxy Statement, and the results of the voting were as follows:
Election of Directors
Patricia S. Bellinger, Alessandro Bogliolo, Francis A. Hondal, Danielle M. Lee,
Michael G. Morris, Sarah E. Nash, Juan Rajlin, Stephen D. Steinour and J.K.
Symancyk were elected to the Board for a term of one year. Of the 201,253,669
shares present in person or represented by proxy at the meeting, the number of
shares voted for, the number of shares voted against, the number of shares
abstained and the number of broker non-votes were as follows, with respect to
each of the nominees:
For Against Abstain Broker Non-Votes
Patricia S. Bellinger 168,968,373 15,790,795 708,290 15,786,211
Alessandro Bogliolo 184,434,165 326,981 706,312 15,786,211
Francis A. Hondal 183,663,555 1,097,580 706,323 15,786,211
Danielle M. Lee 184,119,457 638,471 709,530 15,786,211
Michael G. Morris 183,524,198 1,230,561 712,699 15,786,211
Sarah E. Nash 173,320,889 11,256,531 890,038 15,786,211
Juan Rajlin
184,406,318 344,308 716,832 15,786,211
Stephen D. Steinour 184,064,273 521,818 881,367 15,786,211
J.K. Symancyk 184,414,127 332,778 720,553 15,786,211
Ratification of the Independent Registered Public Accountants
The appointment of Ernst & Young LLP as the Company's independent registered
public accountants for the 2022 fiscal year was ratified, with 198,711,994
shares voting for the appointment, 1,243,582 shares voting against the
appointment and 1,298,093 shares abstaining.
Advisory Vote on Executive Compensation
The compensation of the Company's named executive officers as described in the
Proxy Statement was approved by the Company's stockholders, on an advisory
basis, with 173,779,840 shares voting for the Company's executive compensation,
7,835,448 shares voting against the Company's executive compensation, 3,852,170
shares abstaining and 15,786,211 broker non-votes. 95.68% of the shares voting
on the proposal voted in favor of the proposal.
Approval of Bath & Body Works, Inc. Associate Stock Purchase Plan
The ASPP was approved by a vote of 184,469,766 shares for the ASPP and 320,124
shares against the ASPP with 677,568 shares abstaining and 15,786,211 broker
non-votes.
Stockholder Proposal to Reduce the Ownership Threshold for Calling Special
Meetings of Stockholders
The stockholder proposal to reduce the ownership threshold for calling special
meetings of stockholders was rejected by the Company's stockholders, with
49,263,097 shares voting for the proposal, 135,752,155 shares voting against the
proposal, 452,206 shares abstaining and 15,786,211 broker non-votes. 26.62% of
the shares voting on the proposal voted in favor of the proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Bath & Body Works, Inc. Associate Stock Purchase Plan.
© Edgar Online, source Glimpses