Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
As previously disclosed, upon the conclusion of the Annual Meeting of
Stockholders (the "Annual Meeting") of L Brands, Inc. (the "Company") held on
May 14, 2020, Leslie H. Wexner resigned as Chief Executive Officer of the
Company.
As previously disclosed, Andrew Meslow, the Chief Executive Officer of Bath &
Body Works, was appointed by the Board of Directors of the Company (the "Board")
as Chief Executive Officer and as a director of the Company, effective upon the
conclusion of the Annual Meeting. Mr. Meslow joined the Company in 2003 as a
Senior Vice President at Victoria's Secret Stores. From 2004 to 2005, he was a
Senior Vice President at the Company. From 2005 to 2007, he was the Chief
Financial Officer of Bath & Body Works. From 2007 to 2012, he was the Chief
Administrative Officer of Bath & Body Works. From 2012 to February 2020, he was
the Chief Operating Officer of Bath & Body Works. Since February 2020, he has
been the Chief Executive Officer of Bath & Body Works.
On May 14, 2020, the Human Capital and Compensation Committee of the Board
approved terms and conditions relating to Mr. Meslow's promotion. Pursuant to
the agreement entered into between the Company and Mr. Meslow on May 15, 2020
(the "Meslow Agreement"), Mr. Meslow will receive an annual base salary of
$1,275,000 and will participate in the Company's compensation and benefit
programs, including the Company's 2015 Cash Incentive Compensation Performance
Plan, under which his annual target performance-based incentive opportunity will
equal 185% of his base salary, and the Company's 2020 Stock Option and
Performance Incentive Plan. Mr. Meslow will receive a retention bonus of
$6,000,000, with the retention payments made in three increments of $2,000,000
each, payable on each of January 31, 2021, July 31, 2021 and January 31, 2022;
provided that, to be eligible for each of the retention payments, Mr. Meslow
must continue to serve as Chief Executive Officer for the Company on each of
those dates. Mr. Meslow also received a performance-vesting restricted stock
unit grant enabling Mr. Meslow to earn from zero to 1,500,000 shares over a
five-year performance period depending on the Company's achievement of specified
operating income growth targets, revenue growth measures and shareholder return
measures relative to the performance of the Company's peers.
Mr. Meslow is also entitled to severance protections similar to those covering
other Company executives, providing severance of two years' base salary and one
year of incentive compensation in the event of a termination without cause or
resignation for good reason absent a change in control and two years' base
salary and two years' incentive compensation (at average historical levels),
plus a pro rata payment of any unpaid retention payments, in the event of a
termination within two years following a change in control. In addition, upon a
termination of employment by the Company without cause or a resignation for good
reason, the Company will provide, at its expense, medical and dental benefits
for a period of up to 18 months following the termination date.
There is no arrangement or understanding between Mr. Meslow and any other person
pursuant to which he was selected as an officer or as a director. There are no
family relationships between Mr. Meslow and any director or executive officer of
the Company. Mr. Meslow has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 18, 2020, Stuart Burgdoerfer agreed to assume the role of Interim Chief
Executive Officer for Victoria's Secret, in addition to his role as the
Company's Chief Financial Officer. In connection with his expanded role, the
Company increased Mr. Burgdoerfer's base salary to $1,200,000. In addition, the
Company implemented a retention bonus arrangement pursuant to which Mr.
Burgdoerfer will receive a bonus in the amount of $4,500,000, to be paid in
three equal installments of $1,500,000 on January 31, 2021, July 31, 2021 and
January 31, 2022, provided that Mr. Burgdoerfer remains employed by the Company
on each of the applicable payment dates. Mr. Burgdoerfer's employment agreement
entered into on April 9, 2007, as amended, was modified to (i) provide that Mr.
Burgdoerfer will receive a prorated portion of the aggregate retention bonus
amount if, prior to full payment of the bonus, his employment is involuntarily
terminated without cause or he resigns for good reason and (ii) modify the
applicable definition of good reason under his employment agreement to include
his removal as Chief Executive Officer of Victoria's Secret (the foregoing
arrangements, the "Burgdoerfer Amendments").
Pursuant to a mutual agreement with the Company entered into on May 18, 2020
(the "McGuigan Agreement"), Charles C. McGuigan will no longer serve as Chief
Operating Officer of the Company or as the Chief Executive Officer of Mast
Global, effective as of July 4, 2020. In connection with his departure, he will
receive the separation benefits provided under his employment agreement dated
December 31, 2007, as amended.
The foregoing descriptions of the Meslow Agreement, Burgdoerfer Amendments and
McGuigan Agreement (together, the "Agreements") are qualified in their entirety
by reference to the complete text of the Agreements, copies of which will be
filed as exhibits to the Company's quarterly report on Form 10-Q for the quarter
ending May 31, 2020.
At the Annual Meeting, the stockholders of the Company approved the Company's
new 2020 Stock Option and Performance Incentive Plan (the "2020 Plan"). For a
description of the terms and conditions of the plan, see "Proposal 5: 2020 Stock
Option and Performance Incentive Plan" in the Company's 2020 Proxy Statement
filed with the Securities and Exchange Commission on April 2, 2020 (the "Proxy
Statement"), which also includes a copy of the plan.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Annual Meeting, the stockholders of the Company approved proposals to
amend the Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") to (i) remove supermajority voting requirements and (ii) provide
for the annual election of directors, as further described in the Proxy
Statement. The amendment and restatement of the Certificate of Incorporation
(the "Amended and Restated Certificate of Incorporation") to implement these
changes was previously approved by the Board, subject to stockholder approval.
The Company filed the Amended and Restated Certificate of Incorporation with the
Delaware Secretary of State, and it became effective on May 14, 2020.
The foregoing descriptions are qualified in their entirety by reference to the
Amended and Restated Certificate of Incorporation, a copy of which is filed
hereto as Exhibit 3.1, and is incorporated herein by reference.
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:
Company Proposal to Amend the Certificate of Incorporation to Remove
Supermajority Voting Requirements
The Company's proposal to amend the Certificate of Incorporation to remove
supermajority voting requirements was approved by the stockholders, with
223,406,407 shares voting for the proposal, 1,341,910 shares voting against the
proposal, 426,220 shares abstaining and 21,942,626 broker non-votes.
Company Proposal to Amend the Certificate of Incorporation to Provide for the
Annual Election of Directors
The Company's proposal to amend the Certificate of Incorporation to provide for
the annual election of directors was approved by the stockholders, with
224,320,175 shares voting for the proposal, 447,037 shares voting against the
proposal, 407,325 shares abstaining and 21,942,626 broker non-votes.
Election of Directors
Donna A. James, Michael G. Morris and Robert H. Schottenstein were elected to
the Board for a term of one year. Of the 247,117,163 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-VoteDonna A. James 199,001,460 25,682,699 490,378 21,942,626
Michael G. Morris 203,972,361 20,703,133 499,043 21,942,626
Robert H. Schottenstein 204,598,625 20,103,548 472,364 21,942,626
In addition, directors whose term of office continued after the Annual Meeting
were: Patricia S. Bellinger, Sarah E. Nash, Anne Sheehan, Stephen D. Steinour,
Abigail S. Wexner and Leslie H. Wexner.
Ratification of the Independent Registered Public Accountants
The appointment of Ernst & Young LLP as the Company's independent registered
public accountants for the 2020 fiscal year was ratified, with 244,948,333
shares voting for the appointment, 1,706,917 shares voting against the
appointment and 461,913 shares abstaining.
2020 Stock Option and Performance Incentive Plan
The 2020 Plan was approved by the stockholders, with 199,924,454 shares voting
for the 2020 Plan, 24,766,349 shares voting against the 2020 Plan, 483,734
shares abstaining and 21,942,626 broker non-votes.
Advisory Vote on Executive Compensation
The compensation of the Company's executive officers as described in the Proxy
Statement was approved by the stockholders, on an advisory basis, with
204,172,783 shares voting for the Company's executive compensation, 20,418,656
shares voting against the Company's executive compensation, 583,098 shares
abstaining and 21,942,626 broker non-votes. 90.9% 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
3.1 Amended and Restated Certificate of Incorporation of L Brands,
Inc.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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BATH & BODY WORKS, INC. 
