Voting instructions are included on your proxy card. If you properly fill in your proxy card and send it to us or vote via telephone or the Internet in time to vote, one of the individuals named on your proxy card (your “proxy”) will vote your shares as you have directed. If you sign the proxy card or vote via telephone or the Internet but do not make specific choices, your proxy will follow the Board’s recommendations and vote your shares in the following manner:

•	~~“FOR” the proposal to amend the Certificate of Incorporation to remove supermajority voting requirements (as described on page~~ 5);

•	~~“FOR” the proposal to amend the Certificate of Incorporation to provide for the annual election of directors (as described on page~~ 6);

•	“FOR” the election of the Board’s ~~three~~13 nominees for director (as described beginning on page 7)14);

•

“FOR” the ratification of the appointment of our independent registered public accountants (as described on page 16)24);

•

“FOR” ~~the proposal to approve the 2020 Stock Option and Performance Incentive Plan (as described on page~~ 17~~); and~~

•	~~“FOR” on~~ the advisory vote to approve named executive officer compensation (as described on page 26). 29);

•

“1 Year” on the advisory vote on the frequency of future advisory votes on named executive officer compensation (as described beginning on page 29); and

•

“AGAINST” the stockholder proposal regarding an independent board chairman (as described beginning on page 62).

If any other matter is properly presented at the meeting, your proxy will vote in accordance with his or her best judgment. At the time this proxy statement ~~went to press,~~was filed, we knew of no other matters to be acted on at the meeting. See “—Vote Necessary to Approve Proposals” below for a discussion of the votes required to approve these items.

Certain stockholders received a Notice containing instructions on how to access this proxy statement and our ~~2019 Annual Report on Form~~ 2022 10-K via the Internet. Those stockholders should refer to the Notice for instructions onregarding how to vote.

~~Revoking Your Proxy~~


		Revoking Your Proxy
		Revoking Your Proxy

You may revoke your proxy by:

~~submitting a later dated proxy (including a proxy via telephone or the Internet);~~

~~notifying our Secretary at our principal executive offices at Three Limited Parkway, Columbus, Ohio 43230, in writing before the meeting that you have revoked your proxy; or~~

~~voting in person at the meeting.~~

~~Voting in Person~~

•

submitting a later dated proxy (including a proxy via telephone or the Internet);

•

notifying our Corporate Secretary at our principal executive offices at Three Limited Parkway, Columbus, Ohio 43230, in writing before the meeting that you have revoked your proxy; or

•

voting in person at the meeting.


		Voting in Person
		Voting in Person

If you plan to vote in person at the meeting, a ballot will be available when you ~~arrive.~~arrive at the meeting. However, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares at the close of business on ~~March 20, 2020,~~April 10, 2023, the record date for voting, as well as a proxy, executed in your favor, from the nominee.

~~Appointing Your Own Proxy~~


		Appointing Your Own Proxy
		Appointing Your Own Proxy

If you want to give your proxy to someone other than the individuals named as proxies on the proxy card, you may cross out the names of those individuals and insert the name of the individual you are authorizing to vote. ~~Either~~If you appoint your own proxy, either you or ~~that authorized~~the individual you appoint must present the proxy card at the meeting.

~~Quorum Requirement~~


		Quorum Requirement
		Quorum Requirement

A quorum of stockholders is necessary to hold a valid meeting. The presence in person or by proxy at the meeting of holders of shares representing at least one-third of the votes of the Common Stock entitled to vote constitutes a quorum. Abstentions and “broker non-votes” are counted as present for establishing a quorum. A broker non-vote occurs on an item when a broker is not permitted to vote on that item absent instruction from the beneficial owner of the shares and no instruction is given.

2 Bath & Body Works, Inc. | 2023 Proxy Statement

2

~~TABLE OF CONTENTS~~

~~Vote Necessary to Approve Proposals~~

The proposal to amend the Certificate of Incorporation to remove supermajority voting requirements requires the affirmative vote of at least 75% of the outstanding shares of the Company entitled to vote at the annual meeting.

The proposal to amend the Certificate of Incorporation to provide for the annual election of directors requires the affirmative vote of at least 75% of the outstanding shares of the Company entitled to vote at the annual meeting.

Pursuant to the Company’s Bylaws, each director will be elected by a majority of the votes cast with respect to such director. A majority of the votes cast means that the number of votes “for” a director’s election must exceed 50% of the votes cast with respect to that director’s election. Any “against” votes will count as a vote cast, but “abstentions” will not count as a vote cast with respect to that director’s election. Under Delaware law, if the director is not elected at the annual meeting, the director will continue to serve on the Board as a “holdover director.” As required by the Company’s Bylaws, each director has submitted an irrevocable letter of resignation as director that becomes effective if he or she does not receive a majority of votes cast in an election and the Board accepts the resignation. If a director is not elected, the Nominating & Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation.

~~The ratification of Ernst & Young LLP as our independent registered public accountants requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon.~~

Pursuant to the Company’s bylaws, the approval of the 2020 Stock Option and Performance Incentive Plan (the “2020 Plan”) requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon. In addition, the votes necessary to approve the 2020 Plan, including the impact of abstentions (as described under “–– Impact of Abstentions and Broker Non-Votes”) is subject to additional New York Stock Exchange (“NYSE”) rules. Under NYSE rules, the approval of the 2020 Plan requires a majority of the votes cast “for” the approval of the 2020 Plan.

The advisory vote to approve named executive officer compensation requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon. While this vote is required by law, it will neither be binding on the Company or the Board, nor will it create or imply any change in the fiduciary or other duties of, or impose any additional fiduciary or other duties on, the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

~~Impact of Abstentions and Broker Non-Votes~~


		Vote Necessary to Approve Proposals
		Vote Necessary to Approve Proposals

•

Pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws”), each director will be elected by a majority of the votes cast with respect to such director. A majority of the votes cast means that the number of votes “for” a director’s election must exceed 50% of the votes cast with respect to that director’s election. Any “against” votes will count as a vote cast, but “abstentions” and broker non-votes will not count as a vote cast with respect to that director’s election. Under Delaware law, if the director is not elected at the annual meeting, the director will continue to serve on the Board as a “holdover director.” As required by the Bylaws, each director has submitted an irrevocable letter of resignation as director that becomes effective if the director does not receive a majority of votes cast in an election and the Board accepts the resignation. If a director is not elected, the Nominating & Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation.

•

The ratification of Ernst & Young LLP as our independent registered public accountants requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon.

•

The advisory vote to approve named executive officer compensation requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon. While this vote is required by law, it will neither be binding on the Company nor the Board, nor will it create or imply any change in the fiduciary or other duties of, or impose any additional fiduciary or other duties on, the Company or the Board. However, the Human Capital & Compensation Committee (the “HCC Committee”) will carefully consider the stockholder vote, along with all other expressions of stockholder views on this matter, when considering future executive compensation decisions.

•

With respect to the advisory vote on the frequency of future advisory votes on named executive officer compensation, the voting option, if any, that receives the affirmative vote of a majority of the votes present in person or by proxy and voting thereon will be the option adopted by the stockholders. While this vote is required by law, it will neither be binding on the Company nor the Board, nor will it create or imply any change in the fiduciary or other duties of, or impose any additional fiduciary or other duties on, the Company or the Board. However, the HCC Committee will carefully consider the stockholder vote on this matter, along with all other expressions of stockholder views received on this matter, in making a determination on the frequency of future advisory votes on named executive officer compensation. If none of the three voting options receives a majority, the Board will consider the voting option that receives the plurality of votes cast.

•

The stockholder proposal requires the affirmative vote of a majority of the votes present in person or by proxy and voting thereon.


		Impact of Abstentions and Broker Non-Votes
		Impact of Abstentions and Broker Non-Votes

You may “abstain” from voting for any nominee in the election of directors and on the other proposals. Abstentions with respect to the election of directors, the ratification of ~~the appointment of~~Ernst & Young LLP as our independent registered public accountants, ~~and~~ the advisory vote to approve named executive officer compensation, the advisory vote on the frequency of future advisory votes on named executive officer compensation and the stockholder proposal will be excluded entirely from the vote and will have no effect. Abstentions with respect to the proposal to amend the Certificate of Incorporation to remove supermajority voting requirements and the proposal to amend the Certificate of Incorporation to provide for the annual election of directors will have the same effect as a vote “against” the proposal. Under NYSE rules, “votes cast” on the approval of the 2020 Plan consist of votes “for” or “against” the approval of the 2020 Plan as well as abstentions. As a result, abstentions have the effect of a vote “against” the approval of the 2020 Plan.

In addition, under ~~NYSE~~New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, your broker is permitted to vote your shares on the proposal to ratify Ernst & Young LLP as our independent registered public accountants, even if it did not receive voting instructions from you. Your broker may not vote your shares on any of the other matters without specific instruction. A “broker non-vote” occurs when a broker submits a proxy but refrains from voting. Shares represented by broker non-votes are counted as present or represented for purposes of determining the presence of a quorum but are not counted as otherwise present or represented.

3

~~TABLE OF CONTENTS~~

~~Obtaining Additional Copies of the Proxy Materials~~


		Obtaining Additional Copies of the Proxy Materials
		Obtaining Additional Copies of the Proxy Materials

We have adopted a procedure called “householding.” Under this procedure, stockholders who share the same last name and reside at the same mailing address will receive one Notice or one set of proxy materials (if they have elected to receive hard copies of the proxy materials), unless one of the stockholders at that address has notified us that they wish to receive individual copies. Stockholders who participate in householding continue to receive separate control numbers for voting. Householding does not in any way affect dividend check mailings.

2023 Proxy Statement | Bath & Body Works, Inc. 3

If you hold Common Stock and currently are subject to householding, but prefer to receive separate copies of proxy materials and other stockholder communications from the Company, or if you are sharing an address with another stockholder and would like to consent to householding, you may revoke or grant your consent to householding as appropriate at any time by calling ~~toll-free at 1-866-540-7095~~(614) 415-7585 or notifying our Corporate Secretary at our principal executive offices at Three Limited Parkway, Columbus, Ohio 43230.

A number of brokerages and other institutional holders of record have implemented householding. If you hold your shares beneficially in street name, please contact your broker or other intermediary holder of record to request information about householding.

4

~~TABLE OF CONTENTS~~Corporate Governance

~~PROPOSAL 1: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS~~

~~Background~~

~~This proposal is~~

The Company has a ~~result~~long-standing commitment to strong corporate governance, which promotes the long-term interests of our stockholders, strengthens Board and management accountability and helps build stakeholder trust in the Company. The Board has adopted policies and processes that foster effective Board oversight of critical matters such as strategy, risk management, financial and other controls, capital allocation, technology, cybersecurity and data security, compliance and ethics, culture, environmental, social and governance (“ESG”) matters, Board refreshment and management succession planning. The Board regularly reviews the Company’s major governance documents, policies and processes in the context of current governance trends, recognized best practices and legal and regulatory changes.

The Board and the Nominating & Governance Committee have devoted significant time and attention to important governance matters over the past year, including management succession and Board refreshment. Following the announcement of Mr. Meslow’s unexpected departure as Chief Executive Officer in February 2022, the Board initiated a comprehensive search for a seasoned leader for the Company. As part of the rigorous process, the Board considered and held numerous discussions with respect to potential candidates and, after an extensive search, selected Ms. Boswell as the Company’s Chief Executive Officer in November 2022, effective as of December 1, 2022. The Board and the Nominating & Governance Committee have also been acutely focused on Board refreshment. During fiscal 2022, the Company engaged a search firm to assist the Nominating & Governance Committee in identifying and evaluating potential directors. In line with the Board’s ~~ongoing review~~commitment to refreshment, self-evaluation and diversity, members of the Nominating & Governance Committee met regularly with the search firm and vetted and interviewed a number of potential director candidates. The Nominating & Governance Committee ultimately recommended to the Board the appointment of Alessandro Bogliolo and Juan Rajlin in 2022 and, following continued engagement with the Company’s stockholders, Lucy Brady, Steven Voskuil and Thomas Kuhn in 2023. See “Election of Directors—The Board’s 2023 Director Nominees” below. In connection with these efforts, members of the Board and the Nominating & Governance Committee held numerous interviews and discussions regarding potential director candidates and Chief Executive Officer candidates over the course of 2022 and 2023, in addition to the meetings of the Board and its committees.

The following sections provide an overview of our corporate governance structure, policies and processes, including key aspects of our Board’s and its committees’ operations.

4 Bath & Body Works, Inc. | 2023 Proxy Statement


		Corporate Governance Highlights
		Corporate Governance Highlights


INDEPENDENT BOARD OVERSIGHT

Majority Independent Board		Our Board includes 13 members, 12 of whom are independent, including an independent Board Chair.

Separate Board Chair and CEO Roles		The Chief Executive Officer and Board Chair have been two separate people since March 2020 (other than from May 2022 to November 2022 when Sarah Nash served as our Interim Chief Executive Officer), and the Chief Executive Officer and Board Chair roles are required to be separated pursuant to our Nominating & Governance Committee charter.

Independent Board Committees		Each of our standing Board committees is composed solely of independent directors.

Oversight of Critical Matters		Our Board oversees the Company’s strategic, capital structure (including capital allocation), risk management, cybersecurity, data security and ESG matters.

Management Succession		Our Board regularly reviews succession plans for our Chief Executive Officer and other senior management positions.

Independent Executive Sessions		At every regular Board meeting, time is set aside for the independent directors to meet in executive session.

STOCKHOLDER RIGHTS AND ACCOUNTABILITY

Annual Board Elections		All directors are elected annually. We do not have a classified Board.

Majority Voting Requirements		Our Certificate of Incorporation and Bylaws include no supermajority voting requirements.

Proxy Access		Our Bylaws include proxy access rights, permitting up to 20 stockholders owning 3% or more of the outstanding shares of Common Stock continuously for at least three years to nominate the greater of two directors or up to 20% of our Board and include those nominees in our proxy materials.

Stockholder Ability to Call Special Meetings		Stockholders who own at least 25% of the outstanding shares of Common Stock may call a special meeting of stockholders.

Majority Voting Standard for Uncontested Director Elections		In uncontested director elections, directors are elected by a majority of votes cast.

No Shareholder Rights Plan		We do not have a shareholder rights plan / “poison pill” in effect.

BOARD STRUCTURE

Director Qualifications and Skills		We believe that our directors, as a whole, possess the right mix of qualifications, skills and experience and reflect the diversity of our Company’s associates, the communities we serve, our customers and our other key stakeholders. See “Election of Directors—The Board’s 2023 Director Nominees” below.

Director Diversity		Of our 13 Board members, six are women, four are people of color and one is a member of the LGBTQIA+ community. See “Election of Directors—The Board’s 2023 Director Nominees” below. Pursuant to the Charter of our Nominating & Governance Committee, the Board is committed to having at least 50% of the Board be diverse and to ensuring that the initial pool of candidates for any Board vacancy consists of at least one woman and one person of color.

Director Overboarding Policy		Under the Company’s corporate governance principles, directors may serve on no more than four public company boards (including the Company’s Board), and any director who is also a named executive officer of another public company may serve on no more than two public company boards (including the Company’s Board).

Annual Self-Assessments		The Board and its committees perform annual self-assessments to enhance performance.

2023 Proxy Statement | Bath & Body Works, Inc. 5


		Our Board of Directors
		Our Board of Directors

Our Board currently has 13 members. Each director who served during fiscal 2022 was, and each current director continues to be, independent in accordance with applicable NYSE standards other than Andrew Meslow and Gina Boswell during their respective tenures as Chief Executive Officer of the Company, and Sarah Nash, from February 22, 2022, through January 28, 2023, during which time she served as Executive Chair and/or Interim Chief Executive Officer of the Company. Effective on January 29, 2023, Ms. Nash returned to serving as our independent, non-executive Chair of the Board.

LOGO


		Board Leadership Structure
		Board Leadership Structure

Ms. Nash served as an independent Chair of our Board from May 2020 until her appointment to the role of Executive Chair on February 22, 2022. On May 12, 2022, Ms. Nash assumed the role of Interim Chief Executive Officer upon the departure of Andrew Meslow, our then Chief Executive Officer, due to health reasons while the Company searched for a permanent Chief Executive Officer. Upon the appointment of Ms. Boswell as Chief Executive Officer on December 1, 2022, Ms. Nash ceased serving as Interim Chief Executive Officer and, on January 28, 2023, Ms. Nash ceased serving as Executive Chair. Effective on January 29, 2023, Ms. Nash returned to being our non-executive Board Chair. Mr. Steinour served as Interim Lead Independent Director from March 10, 2022, through January 28, 2023 to provide the Board with independent leadership while Ms. Nash served as Executive Chair and was not independent.

6 Bath & Body Works, Inc. | 2023 Proxy Statement

In January 2023, the charter of the Nominating & Governance Committee was amended to provide that the positions of Chair of the Board and Chief Executive Officer will be held by different persons. If the Chair of the Board is not an independent director, our corporate governance principles further provide that an independent director will be appointed by the independent directors of the Board as the lead independent director (the “Lead Independent Director”). If a Lead Independent Director is appointed, the Lead Independent Director will have the following responsibilities:

•

preside at all meetings of the Board at which the Chair of the Board is not present, including executive sessions of the independent and non-management directors;

•

serve as liaison between the Chair of the Board and the independent and non-management directors;

approve information sent to the Board;

collaborate with the Chair of the Board to set meeting agendas for the Board;

approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•

have the authority to call meetings of the independent and non-management directors;

if requested by major stockholders, ensure that he or she is available for consultation and direct communication;

assist the Chair of the Board and the Board in assuring compliance with and implementation of the Company’s corporate governance ~~practices, including consideration~~principles; and

perform any other duties that may be deemed appropriate or necessary by the Board.

Given that we currently have an independent Chair of the ~~vote~~Board, we do not have a Lead Independent Director.

The Board believes that the separated roles of Chair of the Board and Chief Executive Officer, and the significant responsibilities of a Lead Independent Director in the event that the Chair of the Board is not independent, provide an appropriate balance between leadership and independent oversight.


		Meeting Attendance
		Meeting Attendance

Our Board held 11 meetings during fiscal 2022. During fiscal 2022, all of the then-current directors attended 75% or more of the total number of meetings of the Board and of the committees of the Board on which they served. Each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending meetings of the Board and the committees of which the director is a member. In connection with the Board’s refreshment efforts during 2022 and 2023, members of the Board and the Nominating & Governance Committee also held numerous interviews and discussions regarding potential director candidates over the course of 2022 and 2023, in addition to the meetings of the Board and its committees. In addition, in connection with the rigorous search process for a new Chief Executive Officer in 2022, the Board considered and held numerous discussions with respect to potential candidates and the executive search firm assisting with the process.

The Company does not have a formal policy regarding attendance by members of the Board at the Company’s ~~2019~~ annual meeting ~~on a nonbinding stockholder proposal addressing~~of stockholders. However, it encourages directors to attend and historically nearly all have done so. All of the ~~same topic. After a review of evolving corporate governance practices, and consistent with its strong commitment to the careful consideration of stockholder views,~~then-current Board members, other than Robert Schottenstein who retired from the Board has determined that it is in the best interests of the Company and its stockholders to amend the Company’s Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting requirements in the Charter. The Board cannot unilaterally adopt the proposal because a stockholder vote is necessary under Delaware law.

~~Proposed Amendment~~

~~If approved, the proposal would amend the Charter to provide for the removal of each supermajority voting requirement (the “Supermajority Amendment”).~~

The text of the proposed Supermajority Amendment, which would remove Articles EIGHTH and THIRTEENTH and Section 2 of Article FIFTH and Section 1 of Article ELEVENTH of the Charter in their entirety, and modify Articles TENTH and TWELFTH and Section 2 of Article ELEVENTH of the Charter, is attached as Appendix A to this proxy statement.

~~Required Vote~~

~~For the Supermajority Amendment to become~~ effective this proposal must receive the affirmative vote of at least 75% of the outstanding shares of the Company entitled to vote at the annual meeting. If the Supermajority Amendment does not receive this level of stockholder approval, the Supermajority Amendment will not be implemented and the Company’s current voting requirements will remain in place.

This Proposal 1 for the Supermajority Amendment is separate from, and is not conditioned on, the approval of Proposal 2 on the Declassification Amendment. Your vote on this Proposal 1 does not affect your vote on Proposal 2.

~~Board Recommendation~~

~~The Board recommends a vote FOR the proposed Supermajority Amendment to remove supermajority voting requirements.~~

5

~~TABLE OF CONTENTS~~

~~PROPOSAL 2: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS~~

~~Background~~

This proposal is a result of the Board’s ongoing review of the Company’s corporate governance policies. After a review of evolving corporate governance practices, and consistent with its strong commitment to the careful consideration of stockholder views, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Charter to eliminate the Company’s classified board structure and provide for the annual election of directors. The Board cannot unilaterally adopt the proposal because a stockholder vote is necessary under Delaware law.

~~Proposed Amendment~~

~~If approved, the proposal would amend the Charter to provide for the annual election of all directors (the “Declassification Amendment”).~~

The Company’s current Charter divides the Board into three classes that are elected for staggered, three-year terms. If the proposed Declassification Amendment is adopted, all directors will be elected on an annual basis beginning at the 2021 annual meeting as follows:

~~directors who are elected at this annual meeting will serve a one-year term and they, or any successors, will stand for election to a one-year term at the 2021 annual meeting;~~

~~directors whose terms expire at the 2021 annual meeting will, or their successors will, stand for election to a one-year term at the 2021 annual meeting; and~~

~~directors who have been elected to terms expiring~~ at the 2022 annual meeting ~~will resign immediately following this~~of stockholders, attended the 2022 annual ~~meeting, and shall immediately thereafter be appointed by~~meeting.


		Committees of the Board
		Committees of the Board

During fiscal 2022, the Board ~~to serve until~~had a standing Audit Committee, HCC Committee, Nominating & Governance Committee and Executive Committee. The charters for the ~~2021 annual meeting,~~Audit, HCC and ~~they, or their successors, shall stand for election to a one-year term at the 2021 annual meeting.~~

~~Furthermore,~~Nominating & Governance Committees are available on the Company’s website at www.bbwinc.com under “Investors” followed by “Committee Charters and Governance Materials.” The current ~~Charter provides that directors may be removed only for cause,~~members of our committees, the principal roles and ~~then upon~~responsibilities of each committee and the ~~affirmative vote~~number of ~~75%~~meetings held during fiscal 2022 are reflected below. Each member of each committee during fiscal 2022 was (other than Ms. Nash on the Executive Committee from February 22, 2022, through January 28, 2023, during which time she served as Executive Chair and/or Interim Chief Executive Officer of the ~~Company’s outstanding shares entitled~~Company), and each current member continues to ~~vote thereon. However, Delaware law provides that the directors of a corporation without a classified board may~~ be, ~~removed~~independent in accordance with or without cause, by the holders of a majority of the shares then entitled to vote. In order to conform to Delaware law, the proposed Declassification Amendment provides that all directors may be removed with or without cause upon the affirmative vote of a majority of the Company’s ~~outstanding shares entitled to vote thereon.~~

~~The text of the proposed Declassification Amendment, which would modify Section 1 of Article SIXTH~~corporate governance principles and ~~Article TENTH of the Charter, is attached as Appendix B to this proxy statement.~~

~~Required Vote~~

For the Declassification Amendment to become effective, this proposal must receive the affirmative vote of at least 75% of the outstanding shares of the Company entitled to vote at the annual meeting. If the Declassification Amendment does not receive this level of stockholder approval, the Declassification Amendment will not be implementedapplicable NYSE standards and ~~the Company’s current classified board structure will remain in place.~~

~~This Proposal 2 for the Declassification Amendment is separate from,~~Securities and ~~is not conditioned on, the approval of Proposal 1 on the Supermajority Amendment. Your vote on this Proposal 2 does not affect your vote on Proposal 1.~~

~~Board Recommendation~~

~~The Board recommends a vote FOR the proposed Declassification Amendment to eliminate the Company’s classified board structure.~~Exchange Commission (“Commission”) rules.

2023 Proxy Statement | Bath & Body Works, Inc. 7

6


		Audit Committee
		Audit Committee

Chair

Steinour

Members

Hondal

Morris

Rajlin

Symancyk

Number of Meetings in Fiscal 2022

15

Principal Roles and Responsibilities

• Oversees the integrity of the Company’s financial statements and internal controls

• Reviews significant legal and regulatory matters affecting the Company

• Oversees the Company’s ethics and compliance function, including at least quarterly reports to the committee

• Oversees the qualifications, independence and performance of the Company’s independent auditors

• Oversees the performance of the Company’s internal audit function

• Oversees the Company’s enterprise risk management program and has primary responsibility for oversight of the Company’s policies and practices with respect to risk assessment and risk management, including the Company’s policies and practices with respect to cybersecurity risk and the Company’s data security policies

The Board has determined that each of the Audit Committee members qualifies as an “audit committee financial expert” within the meaning of the regulations promulgated by the Commission.


		Human Capital & Compensation Committee
		Human Capital & Compensation Committee

Chair

Morris

Members

Bellinger

Bogliolo

Hondal

Lee

Number of Meetings in Fiscal 2022

7

Principal Roles and Responsibilities

• Reviews the key workforce management and human capital policies and practices of the Company

• Reviews the Company’s programs for executive and management level development

• Reviews the Company’s programs, policies and strategies relating to its culture, talent, diversity, inclusion and equal employment opportunities

• Oversees the Company’s compensation and benefits philosophy and policies

• Evaluates the Chief Executive Officer’s performance and approves the Chief Executive Officer’s compensation

• Oversees the compensation structure for other executive officers of the Company and, based on the recommendations of the Company’s Chief Executive Officer, approves such officers’ compensation

• Evaluates and recommends for approval by the Board compensation for the Company’s directors

• Undertakes an annual review and risk assessment of the Company’s compensation policies and practices

• Monitors the independence of the committee’s compensation consultant

The HCC Committee may delegate its authority to subcommittees or the Chair of the HCC Committee as it deems appropriate and in the best interests of the Company, provided that periodic reports by the parties receiving any such delegation are made to the full HCC Committee in accordance with the terms of the delegation. In accordance with its charter, the HCC Committee may also delegate to one or more Company officers its authority to make grants and awards of stock rights or options to any individual who is not an executive officer of the Company. The HCC Committee has delegated to our Chief Human Resources Officer the authority to make stock awards under the provisions of the Company’s 2020 Stock Option and Performance Incentive Plan (the “2020 Plan”) with a value up to $500,000 in any year to any associate who is not a Section 16 officer of the Company.

8 Bath & Body Works, Inc. | 2023 Proxy Statement

~~TABLE OF CONTENTS~~

~~PROPOSAL 3: ELECTION OF DIRECTORS~~

The Board has nominated three directors for election at the annual meeting. If you elect the three nominees and approve Proposal 2, they will hold office for a one-year term expiring at the 2021 annual meeting or until their successors have been elected. If you elect the three nominees and do not approve Proposal 2, they will hold office for a three-year term expiring at the 2023 annual meeting or until their successors have been elected.

The Board believes in the necessity of ongoing Board refreshment, and rigorous self-evaluation, diversity and succession planning. We regularly engage with our shareholders and other stakeholders on Board refreshment. We have added five new directors since 2014. Five of our directors are women, including two who are women of color.

~~The Board has in place a robust process~~


		Nominating & Governance Committee
		Nominating & Governance Committee

Chair

Bellinger

Members

Bogliolo

Lee

Rajlin

Symancyk

Number of Meetings in Fiscal 2022

4

Principal Roles and Responsibilities

• Actively engages in the ongoing review of the composition of the Board and opportunities for Board refreshment

• Recommends criteria for the selection of the candidates to the Board and its committees, and identifies and recommends to the Board candidates who are qualified to serve on the Board and its committees

• Considers and reviews the qualifications of any individual nominated for election to the Board by stockholders and is responsible for proposing a slate of candidates for election as directors at each annual meeting of stockholders

• Oversees the evaluation of the performance of the Board and its committees and recommends ways to improve Board and committee performance

• Reviews the Company’s actions in furtherance of its corporate social responsibility, including ESG and philanthropic initiatives, including the impact of Company procedures and processes on associates, citizens and communities

• Develops and reviews, at least annually, the Company’s corporate governance policies, practices and procedures to ensure they reflect evolving best practices

• Reviews the composition, size, structure, practices, policies and activities of the Board and its committees

• Reviews the independence of directors

• Oversees orientation programs and continuing education opportunities for directors


		Executive Committee
		Executive Committee

Chair

Nash

Members

Bellinger

Morris

Steinour

Number of Meetings in Fiscal 2022

4

Principal Roles and Responsibilities

The Executive Committee may exercise, to the fullest extent permitted by law, all of the powers and authority granted to the Board.


		Board and Committee Evaluations
		Board and Committee Evaluations

To ensure that ~~will allow us to continue to refresh~~ the Board and its ~~leadership significantly over~~committees remain effective, the ~~next several years and beyond. We want~~Nominating & Governance Committee oversees a ~~thoughtful approach to succession planning and an orderly transition,~~robust annual evaluation of the Board, the Audit Committee, the HCC Committee and the Nominating & Governance Committee and recommends ways to improve performance. At least annually, each of the Audit Committee, the HCC Committee and the Nominating & Governance Committee evaluates its own performance and reports to the Board ~~seeks~~on such evaluation. The full Board also engages in self-evaluation at least annually.

2023 Proxy Statement | Bath & Body Works, Inc. 9


		Meetings of Independent Directors
		Meetings of Independent Directors

The independent directors of the Board meet in regular executive sessions. Ms. Nash serves as the chair of those meetings. During Ms. Nash’s tenure as Executive Chair and Interim Chief Executive Officer, during which time Ms. Nash was not independent, executive sessions of our independent directors were led by Mr. Steinour, our Interim Lead Independent Director at the time. Ms. Boswell does not, and during her tenure as Executive Chair and Interim Chief Executive Officer Ms. Nash did not, attend any meetings of the independent directors.


		Board Role in Strategic Planning and Capital Structure
		Board Role in Strategic Planning and Capital Structure

Our Board plays an important role in the Company’s strategic planning process through dedicated strategy sessions that occur at least annually as well as active engagement with Company management regarding the Company’s strategy at each regular Board meeting. The Board regularly reviews the Company’s capital structure with a view toward long-term value creation for our stockholders. As discussed under the heading “Election of Directors—The Board’s 2023 Director Nominees,” our director nominees possess specific qualifications, skills and experience that support the Company’s strategy and reflect the diversity of our workforce, the communities we serve, our customers and our other key stakeholders.


		Board Role in Risk Oversight
		Board Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, with a focus on the most significant risks facing the Company, including strategic, competitive, economic, operational, legal, regulatory, ESG and compliance risks. In addition, certain committees of the Board have been assigned oversight of risk areas that are particularly relevant to ~~strike~~their respective areas of responsibility and oversight. For example, the Audit Committee oversees our enterprise risk management program and reviews policies and practices with respect to risk assessment and risk management, including discussing with management the Company’s major financial risk exposures and the steps that have been taken to monitor and control such exposures. The Audit Committee also reviews policies and practices with respect to cybersecurity risk and the Company’s data security policies. The HCC Committee considers the risks to our business associated with our compensation policies and practices from the perspective of enterprise risk. The HCC Committee is also responsible for overseeing any allegation of any claim of discrimination, harassment or retaliation that presents a ~~balanced approach that allows~~material risk to the Company. The Nominating & Governance Committee reviews the Company’s corporate governance structure, director succession matters and ESG matters. All committees report to the full Board on risk matters as appropriate. The nature and effect of the risks faced by our Company vary in many ways. The potential impact of some risks may be minor, and accordingly, as a matter of business judgment, allocating significant resources to avoid or mitigate a minor potential adverse impact may not be prudent. In some cases, a higher degree of risk may be acceptable. As such the amount of oversight of the Board for different types of risk depends on the nature of the risk.

The risk oversight responsibility of the Board and its committees is supported by our management reporting processes, which are designed to provide visibility to the Board to ~~benefit~~those Company personnel responsible for risk assessment, including our Chief Legal Officer, who also serves as our chief compliance officer and reports to the Chief Executive Officer, and to provide information about management’s identification, assessment and mitigation strategies for critical risks. Our management team is responsible for day-to-day risk management. This includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, reputational, financial, operational, legal, compliance and reporting levels. The Board maintains an open dialogue with, has regular access to, and receives ongoing updates from, management and, when appropriate, outside advisors and experts, with respect to any potential risks identified by management. The Board believes that this division of labor among the Board, its committees and management allows us to appropriately monitor risks over the short, intermediate and long-term.

10 Bath & Body Works, Inc. | 2023 Proxy Statement


		The Board’s Commitment to ESG Matters
		The Board’s Commitment to ESG Matters

Bath & Body Works, Inc., as a values-based company, recognizes that we have a responsibility to all stakeholders of our business, including associates, customers, stockholders, the communities where we live and work, people across our value chain who contribute to our success and, of course, the planet. The Nominating & Governance Committee reviews and oversees our actions in furtherance of our corporate social responsibility, including our ESG strategy and initiatives. In April 2023, we released our first ESG Report, which is available at www.bbwinc.com (see the “About Us” link followed by the “ESG Reports and Policies” link), and formalized our near- and longer-term ESG commitments (which report is not incorporated by reference into this proxy statement). During 2022, following a comprehensive ESG prioritization assessment that included feedback from internal and external stakeholders, we identified the following six ESG focus areas:

People and Culture

Diversity, Equity and Inclusion

Product Transparency and Ingredients

Sustainable Sourcing

Climate Change and Carbon Emissions

Packaging and Plastics


		Our Stockholder Outreach and Engagement
		Our Stockholder Outreach and Engagement

The Board believes that it is important to understand stockholder perspectives on the Company and foster long-term relationships with our stockholders. To that end, we have a policy of robust engagement with stockholders, with continuing outreach to and dialogue with our major investors on a range of issues, including corporate governance matters, executive compensation and environmental and social goals and initiatives. In fiscal 2022, we met with approximately 55 of our stockholders representing more than 60% of our shares outstanding as of December 31, 2022, as well as with other key stakeholders and prospective investors. We believe these meetings strengthen our relationships with our stockholders and reinforce our commitment to incorporate stockholder feedback into various decisions made by the Board and management.


		Director Independence
		Director Independence

The Board has determined that each of the individuals nominated to serve on the Board (except for Ms. Boswell, our Chief Executive Officer) has no material relationship with the Company other than in his or her capacity as a director of the Company and that each is “independent” in accordance with applicable NYSE standards. The Board has also determined that Robert Schottenstein, who retired from the Board effective on May 12, 2022, was “independent” in accordance with applicable NYSE standards during the time he served on the Board in 2022. If all director nominees are elected to serve as our directors, independent directors will constitute 92% of our Board.

In making these determinations, the Board took into account all factors and circumstances that it considered relevant, including, where applicable, the existence of any employment relationship between the director or a member of the director’s immediate family and the Company; whether within the past three years the director or a member of the director’s immediate family has served as an executive officer of the Company; whether the director or a member of the director’s immediate family has received, during any 12-month period within the last three years, direct compensation from the Company in excess of $120,000 (other than compensation in respect of such person’s service on the Board); whether the director or a member of the director’s immediate family has been, within the last three years, a partner or an employee of the Company’s internal or external auditors; and whether the director or a member of the director’s immediate family is employed by an entity that is engaged in business dealings with the Company that exceed the greater of $1 million or 2% of such entity’s consolidated gross revenues. The Board has not adopted categorical standards with respect to director independence. The Board believes that it is more appropriate to make independence determinations on a case-by-case basis in light of all relevant factors. The Board considered Ms. Nash’s service as the Executive Chair and/or Interim Chief Executive Officer of the Company during the period from February 22, 2022, through January 28, 2023, and the one-time award of restricted stock units to Ms. Nash on March 10, 2022, that vest over three years (as described under the heading “Compensation-Related Matters—Compensation Discussion and Analysis—Compensation for NEOs—2022 Nash Equity Award”) and determined, in accordance with the applicable NYSE standards, that such service as an interim executive officer and compensation, as well as the one-time nature of the award, did not disqualify Ms. Nash from being an independent director following the end of such service.

2023 Proxy Statement | Bath & Body Works, Inc. 11


		Contacting the Board
		Contacting the Board

The Board provides a process for interested parties to send communications to the full Board, the Chair of the Board, the independent directors and any committee of the Board. The Board, any Board committee or any individual director may be contacted by writing to the Board, committee or director, as applicable, c/o Bath & Body Works, Inc., Three Limited Parkway, Columbus, Ohio 43230 or emailing at boardofdirectors@bbw.com. Communications that are not related to a director’s duties and responsibilities as a Board or committee member may be excluded by the Office of the Chief Legal Officer, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and any other material that is determined to be illegal or otherwise inappropriate. The directors to whom such information is addressed are informed that the information has been removed and that it will be made available to such directors upon request.


		Code of Conduct and Governance Documents
		Code of Conduct and Governance Documents

The Company has a code of conduct that is applicable to all Company associates, including the Chief Executive Officer and Chief Financial Officer, and to members of the Board. Any amendments to the code or any waivers from any provisions of the code granted to executive officers or directors will be promptly disclosed to stockholders through posting on the Company’s website at www.bbwinc.com.

Under the Company’s related person transaction policy, subject to certain exceptions, directors and executive officers of the Company are required to notify the Company’s Corporate Secretary of any potential financial or commercial transaction, agreement or relationship involving the Company in which a director or executive officer, his or her immediate family members or a 5% beneficial owner of the Common Stock has a direct or indirect material interest. Each such transaction must be approved by the Board or a committee consisting solely of independent directors after consideration of all material facts and circumstances.

Based on the information provided by the Company’s officers and directors and assessments by the Company’s management, there were no such related person transactions during fiscal 2022.

The Company’s code of conduct, corporate governance principles and related person transaction policy, as well as the charters of the Audit Committee, HCC Committee and Nominating & Governance Committee, are available on the Company’s website at www.bbwinc.com (see the “Investors” link followed by the “Committee Charters and Governance Materials” link). Stockholders may also request a copy of any such document from: Bath & Body Works, Inc., Attention: Investor Relations, Three Limited Parkway, Columbus, Ohio 43230.


		Fiscal 2022 Director Compensation
		Fiscal 2022 Director Compensation

The following table sets forth compensation earned by the individuals who are not Company associates who served as directors of the Company during fiscal 2022. Ms. Nash ceased being a non-associate director on February 22, 2022. Ms. Nash’s compensation for her service as a non-associate director and as a named executive officer of the Company for fiscal 2022 is reflected in the 2022 Summary Compensation Table. Associates who serve as directors do not receive separate compensation for service on the Board.


	FEES EARNED OR PAID IN CASH ($)⁽¹⁾		STOCK AWARDS ($)⁽²⁾		TOTAL ($)

Patricia Bellinger		185,000		147,595		332,595

Alessandro Bogliolo⁽³⁾		99,670		165,853		265,523

Francis Hondal		150,000		147,595		297,595

Danielle Lee		145,000		147,595		292,595

Michael Morris		195,000		147,595		342,595

Juan Rajlin⁽³⁾		99,670		165,853		265,523

Robert Schottenstein⁽⁴⁾		41,030		0		41,030

Stephen Steinour		170,000		147,595		317,595

J.K. Symancyk		145,000		147,595		292,595

(1)	Directors (other than the Board Chair) received an annual cash retainer of $100,000. Directors received an additional annual cash retainer of $25,000 for membership on the Audit Committee and HCC Committee and $20,000 for all other committee memberships. The Audit

12 Bath & Body Works, Inc. | 2023 Proxy Statement

Committee and HCC Committee Chairs received an additional $25,000. The Nominating & Governance and Executive Committee Chairs received an additional $20,000.

(2)

Directors (other than the Board Chair) received an annual stock retainer of $150,000. Stock retainers were granted under the 2020 Plan and vest one year following the grant date, generally subject to the director’s continued service on the Board through the vesting date. The number of shares issued was calculated based on the fair market value of Common Stock on the date the shares were issued. The value of stock awards reflects the aggregate grant date fair value, excluding estimated forfeitures, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718 Compensation—Stock Compensation, for each award. See Note 16 to the Company’s financial statements filed in the 2022 10-K for a discussion of the Company’s assumptions in determining the aggregate grant date fair value of these awards.

(3)	Messrs. Bogliolo and Rajlin were appointed to the Board effective March 28, 2022. Cash and stock payments were pro-rated based on the number of days of Board service, as applicable.

(4)	Effective May 12, 2022, Mr. Schottenstein retired from the Board. Cash payments to Mr. Schottenstein were pro-rated based on his number of days of Board service.

The stock ownership guidelines applicable to members of our Board require directors to maintain ownership of at least five times their annual cash retainer within five years of becoming subject to the guidelines. All members of our Board are either in compliance with the guidelines or are on track to comply with the guidelines within the required time frame.

2023 Proxy Statement | Bath & Body Works, Inc. 13

Election of Directors

(Item 1 on the Proxy Card)

Our Board is elected annually by our stockholders. The Nominating & Governance Committee is responsible for considering candidates for the Board and recommending director nominees for the Board.


		The Board’s 2023 Director Nominees
		The Board’s 2023 Director Nominees

After evaluating the performance, qualifications, skills and experience of each of the current Board members and the composition of our full Board, based upon the recommendations of the Nominating & Governance Committee, the Board has recommended the election of all 13 of our incumbent Board members.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

LOGO

14 Bath & Body Works, Inc. | 2023 Proxy Statement

We believe that our directors, as a whole, possess the right mix of ~~newer~~qualifications, skills and experience, and the commitment to Board refreshment to ensure this moving forward. Our directors also reflect the diversity of our workforce, the communities we serve, our customers and our other key stakeholders. The tables below summarize the skills, qualifications and attributes of our directors, as well as certain diversity characteristics self-identified by our directors, that are important to our Board.


		Qualifications and Skills
		Qualifications and Skills


		Technology Knowledge of or experience with technology, including digital solutions, information technology systems and architecture, and/or cybersecurity or data security
		Executive Business Experience Experience serving in an executive capacity in a public company or regulatory environment
		Financial Expertise Knowledge of or experience in capital markets, capital allocation, corporate finance and/or accounting
		Governance Experience serving on a public company board or developing corporate governance policies or investor relations programs for public companies
		Marketing, Digital & Consumer Insights Experience in marketing, branding, digital and e-commerce, data analytics, customer loyalty and/or consumer insights
		Operations / Supply Chain Experience with multi-site operational management, including logistics, distribution and/or fulfillment
		Public Company CEO / Senior Leadership Experience Experience serving as a chief executive officer or in a similar leadership position of a public company
		Omnichannel Retail Retail or consumer products experience or experience connecting digital and physical commerce, including services and capabilities, organizational structure and related solutions
		Global / International International experience or experience managing international operations or organizations
		ESG Expertise in environmental, social and governance (ESG) issues

2023 Proxy Statement | Bath & Body Works, Inc. 15


		Our Board Skills and Experience
		Our Board Skills and Experience

QUALIFICATIONS / SKILLS

Technology

∎

Executive Business Experience

∎

Financial Expertise

∎

Governance

∎

Marketing, Digital & Consumer Insights

∎

Operations / Supply Chain

∎

Public Company CEO / Senior Leadership Experience

∎

Omnichannel Retail

∎

Global / International

∎

ESG

∎

Male, Female or Non-binary (M, F or NB)

F

M

F

M

F

M

F

M

Race / Ethnicity

African American or Black

∎

Hispanic or Latino

∎

White

∎

Other Characteristics

LGBTQIA+

∎


		A Broadly Representative Board
		A Broadly Representative Board


13 BOARD NOMINEES
46% Women		31% People of Color

Each of the 13 individuals nominated for election to the Board would hold office until the 2024 annual meeting of stockholders or until his or her successor is elected and qualified. Your proxy will vote for each of the nominees unless you specify otherwise. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board; alternatively, the Board may elect to reduce the size of the Board. We are unaware of any nominee of the Board who ~~bring fresh perspectives~~would be unable to serve as a director if elected.

16 Bath & Body Works, Inc. | 2023 Proxy Statement

Set forth below is additional information about the experience and ~~seasoned directors who bring continuity~~qualifications of each of the nominees for director that led the Board to conclude that the director would provide valuable insight and ~~deep insight into our business and strategies.~~ guidance as a member of the Board.


		Board Nominees
		Board Nominees

LOGO

Age: 62

Director since: 2017

Committees:

• Executive Committee

• Human Capital & Compensation Committee

• Nominating & Governance Committee (Chair)

Patricia S. Bellinger

INDEPENDENT DIRECTOR

Experience

Ms. Bellinger is the chief of staff and strategic advisor to the President of Harvard University, an institution of higher education. From 2017 to 2018, she was a senior fellow at the Center for Public Leadership at the Harvard Kennedy School, a graduate and professional school. From 2013 to 2017, she was an adjunct lecturer and the executive director at the Center for Public Leadership at the Harvard Kennedy School and from 2010 to 2013, she was the executive director of executive education at Harvard Business School, a graduate and professional school. Prior to joining Harvard Business School, Ms. Bellinger was group vice president at British Petroleum, a global energy company, from 2000 to 2007, where she oversaw leadership development and established and led British Petroleum’s global diversity and inclusion transformation. Ms. Bellinger served as a director of Pattern Energy Group Inc., a power company, from 2013 until 2018, as a director of Paris-based Sodexo S.A., from 2005 until 2018, and as a trustee of uAspire until 2020. She also serves as a director of Paris-based Sonepar and Safran S.A. and the National Board of the Smithsonian Institution. Ms. Bellinger’s nomination is supported by her extensive executive, business and leadership experience and service on several other public company boards of directors.

LOGO

Age: 58

Director since: 2022

Committees:

• Human Capital & Compensation Committee

• Nominating & Governance Committee

Alessandro Bogliolo

INDEPENDENT DIRECTOR

Experience

Mr. Bogliolo, born in Italy, previously served as the chief executive officer and director of Tiffany & Co. (“Tiffany”), a luxury jewelry and specialty retailer, serving in such role from October 2017 through the acquisition of Tiffany by LVMH Moët Hennessy Louis Vuitton SE (“LVMH”) in January 2021. In November 2022, Mr. Bogliolo assumed the role of board chair of Audemars Piguet, a Swiss manufacturer of luxury mechanical watches and clocks, after joining its board of directors in August 2022. Prior to joining Tiffany, Mr. Bogliolo served as chief executive officer and director of Diesel SpA, an international fashion brand that is part of the OTB Group, from 2013 to 2017, and in senior roles with LVMH from 2011 to 2013, including as chief operating officer, North America, for Sephora USA and executive vice president and chief operating officer of Bulgari. Mr. Bogliolo’s nomination is supported by his extensive executive, strategic and operational leadership experience, including as chief executive officer of a publicly traded retail brand, his deep knowledge of the retail industry and consumers and his international experience and perspective.

2023 Proxy Statement | Bath & Body Works, Inc. 17

LOGO

Age: 60

Director since: 2022

Gina R. Boswell

CHIEF EXECUTIVE OFFICER AND DIRECTOR

Experience

Ms. Boswell is the Chief Executive Officer of the Company and has served as such since December 1, 2022. Prior to joining the Company, Ms. Boswell held senior executive roles with Unilever PLC (“Unilever”), a global food, personal care and household products company, including president, US customer development from May 2017 through October 2019; general manager, U.K. and Ireland from September 2015 through May 2017; and executive vice president, personal care from 2011 through September 2015. Ms. Boswell joined Unilever through the acquisition of Alberto-Culver Company, where she served as president, global brands, overseeing marketing, research and development, consumer insights and packaging for numerous hair and skin care brands from 2008 through July 2011. Earlier in her career, Ms. Boswell served as chief operating officer of Avon North America and held senior positions at Ford Motor Company and Estée Lauder Companies Inc. Ms. Boswell has served on the boards of directors of Wolverine World Wide, Inc., a designer, marketer and licensor of footwear and apparel, from December 2013 to December 2022; ManpowerGroup Inc., a provider of workforce solutions and services, from February 2007 through December 2022; and ACCO Brands Corporation, a manufacturer of consumer, school, technology and office products, from March 2022 to December 2022. Ms. Boswell is a summa cum laude graduate of Boston University and received her M.B.A. from Yale University. Ms. Boswell’s nomination is supported by her extensive beauty and personal care leadership roles at global companies, her expertise in sales, marketing, brand-building and business development and strategy, and her experience serving on several other public company boards of directors.

LOGO

Age: 53

Director since: 2023

Lucy Brady

INDEPENDENT DIRECTOR

Experience

Ms. Brady is president, grocery & snacks at Conagra Brands, Inc. (“Conagra”), a publicly traded leading branded food company, and has served in such role since June 2022. As president, grocery & snacks, Ms. Brady leads the ongoing modernization and growth of Conagra’s $5 billion grocery and snacks portfolio. Prior to joining Conagra, she served as senior vice president and chief digital customer engagement officer of McDonald’s Corporation (“McDonald’s”) from 2020 through 2022 overseeing some of its most significant growth drivers, including delivery, loyalty, digital ordering and pickup and personalized communications. Ms. Brady joined McDonald’s as senior vice president of corporate strategy, business development and innovation in September 2016 after previously serving as a managing director and senior partner at The Boston Consulting Group. Ms. Brady’s nomination is supported by her omnichannel retail and consumer products experience, her executive leadership and corporate strategy experience and her expertise in global digital strategy and customer loyalty and engagement.

18 Bath & Body Works, Inc. | 2023 Proxy Statement

LOGO

Age: 58

Director since: 2021

Committees:

• Audit Committee

• Human Capital & Compensation Committee

Francis A. Hondal

INDEPENDENT DIRECTOR

Experience

Ms. Hondal retired as president of loyalty and engagement at Mastercard Inc. (“Mastercard”), a global technology company in the payments industry, in 2022 after serving in that position since 2018. She was also a member of Mastercard’s management committee. In that role, Ms. Hondal led the expansion of consumer benefits, performance-based and personalized marketing services, loyalty and rewards programs and data and technology services for enterprises worldwide ranging from financial institutions, retail and commerce, hospitality and fintechs. From 2015 to 2018, Ms. Hondal served as global executive leader for consumer credit products, loyalty services, marketing and digital services at Mastercard and was responsible for innovative new product development, strategic partnerships and data services via direct and partners’ marketing channels. From 2011 to 2015, she was executive vice president of products, marketing and advisors at Mastercard within its Latin American region. Ms. Hondal also spent 17 years at the American Express Company in global and regional general management, marketing and finance roles within its consumer services division. Since September 2020, Ms. Hondal has served as a director of Equitable Holdings, Inc., a financial services holding company composed of two principal franchises, Equitable and AllianceBernstein. She also serves on the board of the Florida International University Foundation. She previously served as a board observer for Flybits, a Canadian contextual marketing fintech. Ms. Hondal’s nomination is supported by her extensive consumer marketing, finance, loyalty and international general management experience.

LOGO

Age: 60

Director since: 2023

Thomas J. Kuhn

INDEPENDENT DIRECTOR

Experience

Mr. Kuhn has been managing member of Doorbrook LLC (“Doorbrook”), a private advisory and investment firm, since July 2022. Prior to Doorbrook, Mr. Kuhn was senior advisor and special counsel at Oscar Health, Inc., which he joined in 2021 following his employment at the law firm of Covington & Burling LLP from 2017 to 2021. From 2000 through 2014, Mr. Kuhn was a managing director at investment banking firm Allen & Company, LLC. Prior to joining Allen & Company, he was the senior vice president and general counsel of USA Networks, Inc. (a predecessor to IAC Inc.). Mr. Kuhn previously served as a director of ILG, Inc., a Miami-based provider of professionally delivered vacation experiences, from August 2008 through the acquisition of ILG by Marriott Vacations Worldwide in September 2018. Mr. Kuhn’s nomination is supported by his extensive financial, legal and corporate governance experience, including with consumer companies.

2023 Proxy Statement | Bath & Body Works, Inc. 19

LOGO

Age: 47

Director since: 2021

Committees:

• Human Capital & Compensation Committee

• Nominating & Governance Committee

Danielle M. Lee

INDEPENDENT DIRECTOR

Experience

Ms. Lee is president, Warner Music artist and fan experiences at Warner Music Group Corp. (“Warner Music”), a publicly traded music entertainment company, since June 2021, where she leads an in-house creative agency for the Warner Recorded Music roster as well as for third-party musical artists. Prior to joining Warner Music, Ms. Lee was the chief fan officer for the National Basketball Association (the “NBA”) from March 2020 through May 2021, where she oversaw brand, creative and multiplatform fan marketing globally and was charged with elevating brand perceptions, cultural connection and fan engagement. Prior to joining the NBA in 2020, Ms. Lee served for four years as global vice president, partner solutions at Spotify Technology S.A., where she was responsible for developing go-to-market strategy and growing global revenue across music, podcasts and high-impact digital experiences. Prior to Spotify, Ms. Lee served as global vice president, commercial marketing at Vevo LLC. She also spent seven years at AT&T Inc. and served as vice president of product marketing and innovation for AT&T AdWorks after beginning her career at Showtime Networks Inc. Ms. Lee’s nomination is supported by her extensive experience and involvement in brand-building, product innovation and strategic marketing across technology, media and entertainment.

LOGO

Age: 76

Director since: 2012

Committees:

• Audit Committee

• Executive Committee

• Human Capital & Compensation Committee (Chair)

Michael G. Morris

INDEPENDENT DIRECTOR

Experience

Mr. Morris served as the chairman of the board of American Electric Power Company, Inc. (“AEP”), one of the largest electric utilities in the United States, from 2012 to April 2014. From January 2004 until November 2011, Mr. Morris served as the president, chief executive officer and chairman of AEP. From 1997 until 2003, he served as the president, chairman and chief executive officer of Northeast Utilities, the largest electric utility in New England. Mr. Morris served as a director of Spectra Energy Corp., one of North America’s leading natural gas infrastructure companies, from 2013 through its acquisition by Enbridge Inc. in 2017. Mr. Morris also served on the board of directors of the general partner of Spectra Energy Partners, LP, a master limited partnership engaged in the transmission, storage and gathering of natural gas, and the transportation and storage of crude oil, from 2017 until its acquisition by Enbridge Inc. in 2018. From 2018 to 2019, Mr. Morris served as a director of PHL Group, Inc., a private provider of energy-focused construction and related services. Mr. Morris served as a director of Alcoa Inc., a producer of aluminum, from 2008 to 2016, until Alcoa Inc.’s separation into two standalone, publicly traded companies, Alcoa Corporation (“Alcoa”) and Arconic Inc., and thereafter as the chairman of the board of directors of Alcoa, a producer of bauxite, alumina and aluminum, until his retirement from Alcoa’s board in May 2021. Mr. Morris also served as a director of The Hartford Financial Services Group, Inc., an investment and insurance company, from 2004 until his retirement in May 2022. Mr. Morris’s nomination is supported by his broad business and executive leadership experience, his management expertise and his service on several other public company boards of directors.

20 Bath & Body Works, Inc. | 2023 Proxy Statement

LOGO

Age: 69

Director since: 2019

Committees:

• Executive Committee (Chair)

Sarah E. Nash

CHAIR OF THE BOARD

Experience

Ms. Nash is the independent, non-executive Chair of the Company’s Board of Directors. Ms. Nash served as Interim Chief Executive Officer of the Company from May 2022 through November 2022, and as Executive Chair of the Board from February 2022 to January 2023, following Andrew Meslow’s resignation as Chief Executive Officer of the Company on May 12, 2022, for health reasons. Prior to February 22, 2022, Ms. Nash served as the independent Board Chair beginning in May 2020, and joined the Board in May 2019. Ms. Nash is also the chief executive officer and owner of 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. She served on the boards of directors of Knoll, Inc., a designer and manufacturer of lifestyle and workplace furnishings, textiles and fine leathers, from 2006 through its acquisition by Herman Miller, Inc. in 2021, and privately held Irving Oil Company through March 2022, and served as a member of the National Board of the Smithsonian Institution through 2022. Ms. Nash currently serves on the boards of directors of Blackbaud, Inc., a publicly traded 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 NewYork-Presbyterian Hospital, a member of the Smithsonian Tropical Research Institute and the chair of the International Advisory Board of the Montreal Museum of Fine Arts. Ms. Nash holds a B.A. in political science from Vassar College. Ms. Nash’s nomination is supported by her extensive experience in capital markets, strategic transactions, operations, corporate governance and nonprofit organizations.

LOGO

Age: 48

Director since: 2022

Committees:

• Audit Committee

• Nominating & Governance Committee

Juan Rajlin

INDEPENDENT DIRECTOR

Experience

Mr. Rajlin, born in Argentina, has served as the treasurer of Alphabet Inc. (“Alphabet”), a multinational technology company, and its subsidiary Google LLC (“Google”) since October 2018. In Mr. Rajlin’s role with Alphabet, he oversees over $100 billion of investments, corporate finance policy and financial risk management. He is also a key executive overseeing Google’s sustainability strategy and diversity, equity and inclusion work. Prior to joining Alphabet, Mr. Rajlin served as corporate treasurer and chief risk officer from February 2013 through September 2017 and as chief financial officer, products and services from October 2017 through September 2018, in each case at Mastercard, and held various roles with increasing levels of responsibility with General Motors Company before joining Mastercard. Mr. Rajlin holds a B.S., Economics from Universidad Torcuato Di Tella in Argentina and an M.B.A. from Columbia University. Mr. Rajlin’s nomination is supported by his extensive finance and risk management experience, his experience with financial and capital allocation matters, consumer-driven technologies and ESG matters and his deep international experience and perspective.

2023 Proxy Statement | Bath & Body Works, Inc. 21

LOGO

Age: 64

Director since: 2014

Committees:

• Audit Committee (Chair)

• Executive Committee

Stephen D. Steinour

INDEPENDENT DIRECTOR

Experience

Mr. Steinour has been the chairman, president and chief executive officer of Huntington Bancshares Incorporated, a publicly traded bank holding company, since 2009. Mr. Steinour served as Interim Lead Independent Director on the Company’s Board of Directors from March 2022 to January 2023. From 2008 to 2009, Mr. Steinour was a managing partner in CrossHarbor Capital Partners, LLC, a recognized leading manager of alternative investments. Mr. Steinour was with Citizens Financial Group from 1992 to 2008, where he served in various executive roles, including president from 2005 to 2007 and chief executive officer from 2007 to 2008. Mr. Steinour also serves as a supervisory board member of The Clearing House, a real-time payments platform. He previously served as a trustee of Liberty Property Trust, a real estate investment trust, from 2010 to 2014, as a director of the Federal Reserve Bank of Cleveland, from 2017 to 2019, and as a director of Exelon Corporation, a utility services holding company, from 2007 to 2020. Mr. Steinour’s nomination is supported by his extensive executive experience, financial expertise and service on several boards of directors.

LOGO

Age: 51

Director since: 2021

Committees:

• Audit Committee

• Nominating & Governance Committee

J.K. Symancyk

INDEPENDENT DIRECTOR

Experience

Mr. Symancyk has served as president and chief executive officer and a director of PetSmart LLC, a large specialty pet retailer, since June 2018. From 2015 to June 2018, Mr. Symancyk was the chief executive officer of Academy Sports and Outdoors, Inc., a sporting goods and outdoor recreation retailer (“Academy Sports”). Mr. Symancyk has over 25 years of industry experience managing complex retail organizations, including with roles of increasing responsibility with each of Academy Sports, Meijer and Walmart Stores. Mr. Symancyk also served on the board of directors of Chewy, Inc., an online retailer for pet products, supplies and prescriptions, from April 2019 through July 2021, and GameStop Corp. from March 2020 to June 2021. Mr. Symancyk’s nomination is supported by his executive experience, including as a leading retail chief executive officer, his financial and operational experience, and his deep understanding of the retail industry.

22 Bath & Body Works, Inc. | 2023 Proxy Statement

LOGO

Age: 54

Director since: 2023

Steven E. Voskuil

INDEPENDENT DIRECTOR

Experience

Mr. Voskuil has served as senior vice president and chief financial officer of The Hershey Company (“Hershey”) since 2019 and is responsible for leading Hershey’s global finance organization, including financial planning and analysis, accounting and reporting, tax, treasury, internal audit and investor relations. Prior to joining Hershey, he served as senior vice president and chief financial officer of Avanos Medical, Inc. (previously Halyard Health, Inc.) (“Avanos”), a global medical device company serving healthcare needs in more than 90 countries, after he led Avanos’ successful spin-off from Kimberly-Clark Corporation in 2014. Prior to Avanos, he worked for 23 years at Kimberly-Clark Corporation, including serving as chief financial officer of Kimberly-Clark International and vice president and treasurer of Kimberly-Clark Corporation. Mr. Voskuil’s nomination is supported by his extensive financial (including capital allocation) and executive experience, including as chief financial officer of a Fortune 500 company, and his international business experience.

WE RECOMMEND THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE TO OUR BOARD OF DIRECTORS.


		Board Refreshment and Selection of Director Nominees
		Board Refreshment and Selection of Director Nominees

The Company believes that an effective Board consists of individuals who possess a variety of complementary skills, a range of tenures and a diversity of perspectives. We ~~intend to refresh our Board~~assess and ~~assess~~implement our Board succession ~~plans~~plan with this in mind. The Nominating ~~and~~& Governance Committee and the Board consider the performance, contributions, skills and experience of our Board members in the broader context of the Board’s overall composition, with a view toward constituting a Board that has the integrity, judgment, skill set, experience and other characteristics to oversee the broad set of challenges that the Company faces and evaluate management on executing the Company’s ~~business~~ strategy.

The Board believes in the necessity of ongoing Board refreshment, rigorous self-evaluation, diversity and succession planning. We ~~believe~~regularly engage with our stockholders and other stakeholders on Board refreshment. The Board has in place a robust process that ~~our~~will allow us to continue to refresh the Board. We want a thoughtful approach to succession planning, and accordingly, the Board asseeks to strike a ~~whole possesses~~balanced approach that allows the Board to benefit from the right mix of ~~qualifications, skills~~newer directors who bring fresh perspectives and ~~experience to oversee~~seasoned directors who bring continuity and ~~address the key issues facing~~deep insight into our ~~Company now, and the commitment to Board refreshment to ensure this moving forward.~~

Set forth below is additional information about the experience and qualifications of each of the nominees for director, as well as each of the current members of the Board, that led the Board to conclude, at the time each individual was nominated to serve on the Board, that he or she would provide valuable insight and guidance as a member of the Board.

Your proxy will vote for each of the nominees unless you specify otherwise. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board. We do not know of any nominee of the Board who would be unable to serve as a director if elected.

~~The Board recommends a vote FOR the election of all of the following nominees of the Board:~~

~~Nominees and Directors~~

~~Nominees of the Board at the 2020 Annual Meeting~~

~~Donna A. James~~

~~Director since 2003~~

~~Age 62~~

~~In April 2006, Ms. James established Lardon & Associates LLC, a~~ business and executive advisory services firm, where she is Managing Director. Ms. James served as the President of Nationwide Strategic Investments, a division of Nationwide Mutual Insurance Company, from 2003 through March 2006. Ms. James served as Executive Vice President and Chief Administrative Officer of Nationwide Mutual Insurance Company and Nationwide Financial Services from 2000 until 2003. Ms. James is a director of Boston Scientific Corporation, a developer, manufacturer and marketer of medical devices. Ms. James served as a director of Marathon Petroleum Corp., a transportation fuels refiner, from 2011 to 2018. Ms. James also served as Chairman of Financial Settlement Services Agency, Inc. from 2005 through 2006, as director of CNO Financial Group, Inc., a holding company for a group of insurance companies, from 2007 to 2011, as director of Coca-Cola Enterprises Inc., a nonalcoholic beverages company, from 2005 to 2012 and as a director of Time Warner Cable Inc., a provider of video, data and voice services, from 2009 to 2016. Ms. James’s nomination is supported by her executive experience, financial expertise, service on several boards of directors and experience with respect to corporate diversity and related issues.

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~~Michael G. Morris~~

~~Director since 2012~~

~~Age 73~~

Mr. Morris served as the Chairman of the Board of American Electric Power Company, Inc., one of the largest electric utilities in the United States, from 2012 to April 2014. From January 2004 until November 2011, Mr. Morris served as the President, Chief Executive Officer and Chairman of American Electric Power Company, Inc. From 1997 until 2003, he served as the President, Chairman and Chief Executive Officer of Northeast Utilities, the largest electric utility in New England. From 2013 to 2017, Mr. Morris served as a director of Spectra Energy Corp., one of North America’s leading natural gas infrastructure companies until its acquisition by Enbridge Inc., from 2017 to 2018, Mr. Morris served as director of Spectra Energy Partners GP, LLC, the general partner of Spectra Energy Partners (DE) GP, LP, the general partner of Spectra Energy Partners, LP, a master limited partnership engaged in the transmission, storage and gathering of natural gas, and the transportation and storage of crude oil, until its acquisition by Enbridge Inc., and from 2018 to 2019, Mr. Morris served as a director of PHL Group, Inc. Mr. Morris currently serves as a director of The Hartford Financial Services Group, Inc., an investment and insurance company, and as the Non-Executive Chairman of the board of directors of Alcoa Corporation, a producer of bauxite, alumina and aluminum. Mr. Morris served as a director of Alcoa Inc., a producer of aluminum, from 2008 to 2016, until Alcoa Inc.’s separation into two standalone, publicly-traded companies, Alcoa Corporation and Arconic Inc. Mr. Morris’s nomination is supported by his broad business experience and management expertise.

~~Robert H. Schottenstein~~

~~Director since 2017~~

~~Age 67~~

Mr. Schottenstein has been the Chairman and Chief Executive Officer of M/I Homes, Inc., one of the nation’s largest homebuilders, since 2004. From 2014 to March 2020 Mr. Schottenstein served on the board of Installed Building Products, Inc., a leading installer of insulation and complementary building products for residential new construction. He also serves on the boards of The Ohio State University Wexner Medical Center, Columbus 2020, The Ohio State University Foundation and the Executive Committee of Harvard University’s Joint Center for Housing. Mr. Schottenstein’s nomination is supported by his management and business experience and involvement in various public policy issues.

~~Directors Whose Terms Expire at the 2021 Annual Meeting~~

~~Stephen D. Steinour~~

~~Director since 2014~~

~~Age 61~~

Mr. Steinour has been the Chairman, President & Chief Executive Officer of Huntington Bancshares Incorporated, a regional bank holding company, since 2009. From 2008 to 2009, Mr. Steinour was a Managing Partner in CrossHarbor Capital Partners, LLC, a recognized leading manager of alternative investments. Mr. Steinour was with Citizens Financial Group from 1992 to 2008, where he served in various executive roles, including President from 2005 to 2007 and Chief Executive Officer from 2007 to 2008. Mr. Steinour currently serves as a director of Exelon Corporation, a utility services holding company, and his service on such board will conclude on April 28, 2020. Mr. Steinour also serves as a supervisory board member of The Clearing House, a real-time payments platform. He previously served as a trustee of Liberty Property Trust, a real estate investment trust, from 2010 to 2014, and as a director of the Federal Reserve Bank of Cleveland, from 2017 to 2019. Mr. Steinour’s nomination was supported by his executive experience, financial expertise and service on several boards of directors.

~~Abigail S. Wexner~~

~~Director since 1997~~

~~Age 58~~

Mrs. Wexner is the chairman, CEO and Founder of Whitebarn Associates, LLC a private investment company. She serves on the boards of Advanced Drainage Systems, Inc., a manufacturer of high performance thermoplastic corrugated pipe, The Ohio State University, Nationwide Children’s Hospital, the Columbus Downtown Development Corporation, the Columbus Partnership, Pelotonia, The Ohio State University Wexner Medical Center, The Wexner Foundation, The Columbus Jewish Federation and the United States Equestrian Team Foundation. She is founder and chair of the board for The Center for Family Safety and Healing, founding board member and vice chair of the board for KIPP Columbus and a past chair of the Governing Committee of the Columbus Foundation. Mrs. Wexner is the wife of Leslie H. Wexner. Mrs. Wexner’s nomination was supported by her executive and legal experience, as well as her expertise with respect to a wide range of diversity, philanthropic and public policy issues.

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~~Directors Whose Terms Expire at the 2022 Annual Meeting~~

~~Patricia S. Bellinger~~

~~Director since 2017~~

~~Age 59~~

Ms. Bellinger is the Chief of Staff and Strategic Advisor to the President of Harvard University, an institution of higher education. From 2017 to 2018, she was a Senior Fellow at the Center for Public Leadership at Harvard Kennedy School, a graduate and professional school. From 2013 to 2017, she was an Adjunct Lecturer and the Executive Director at the Center for Public Leadership at the Harvard Kennedy School and from 2010 to 2013, she was the Executive Director of Executive Education at Harvard Business School, a graduate and professional school. Prior to joining Harvard Business School, Ms. Bellinger was group vice president at British Petroleum, a global energy company, from 2000 to 2007, where she oversaw leadership development programs and established and led British Petroleum’s global diversity and inclusion transformation. Ms. Bellinger served as a director of Pattern Energy Group Inc., a power company, from 2013 until 2018 and Paris-based Sodexo S.A., from 2005 until 2018. She also serves as a director of Paris-based Sonepar, and as a trustee of uAspire. Ms. Bellinger’s nomination was supported by her extensive executive, business and leadership experience and service on several boards of directors.

~~Sarah E. Nash~~

~~Director since 2019~~

~~Age 66~~

Ms. Nash is Chairman of the Board and Chief Executive Officer of Novagard Solutions, Inc., a privately held manufacturer of silicone sealants and conformal coatings, hybrid sealants and foam located in Cleveland, Ohio. Ms. Nash spent nearly 30 years in investment banking at JPMorgan Chase & Co. (and predecessor companies), a financial services firm, retiring as Vice Chairman in July 2005. She currently serves on the boards of directors of Blackbaud, Inc., a software company providing technology solutions for the not-for-profit industry, and Knoll, Inc., a designer and manufacturer of lifestyle and workplace furnishings, textiles and fine leathers, and on the boards of directors of privately held HBD Industries, Inc. and Irving Oil Company. Ms. Nash is trustee of the New York-Presbyterian Hospital, Chair of the International Friends Advisory Board of the Montreal Museum of Fine Arts and a member of the National Board of the Smithsonian Institution. Ms. Nash holds a BA in political science from Vassar College. Ms. Nash’s nomination was supported by her extensive experience in capital markets, strategic transactions, corporate governance and non-profit organizations.

~~Anne Sheehan~~

~~Director since 2019~~

~~Age 63~~

Ms. Sheehan is the Chair of the Securities and Exchange Commission’s Investor Advisory Committee. From 2008 until 2018, Ms. Sheehan served as the Director of Corporate Governance at The California State Teachers’ Retirement System (CalSTRS), the largest educator-only pension fund in the world and the second largest pension fund in the United States. She previously served as the Chief Deputy Director for Policy at the California Department of Finance from 2004 to 2008 and as Executive Director at the California Building Industry Foundation from 2000 to 2004. Ms. Sheehan is a founder of the Investor Stewardship Group, serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, is a member of the Advisory Board of Rock Center for Corporate Governance of Stanford Law School and is a Senior Advisor at PJT Camberview. Ms. Sheehan’s nomination was supported by her extensive experience as a corporate governance professional and her senior management and leadership experience addressing complex legislative, regulatory and public finance issues.

~~Leslie H. Wexner~~

~~Director since 1963~~

~~Age 82~~

Mr. Wexner has been Chief Executive Officer of the Company since he founded the Company in 1963, and Chairman of the Board for 43 years. Mr. Wexner is the husband of Abigail S. Wexner. Mr. Wexner’s nomination was supported by his effective leadership of the Company since its inception.

~~Retiring Directors~~

Raymond Zimmerman has determined not to stand for reelection and E. Gordon Gee and Allan R. Tessler have informed the Company that they will retire from the Board effective May 14, 2020, at the conclusion of our annual meeting. We thank them for their years of exceptional commitment and distinguished service to the Company.

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~~Director Independence~~

strategies. The Board has ~~determined that each~~diligently pursued refreshment, with more than 75% of the ~~individuals nominated to serve on~~Company’s directors having joined the Board together with Dr. Gee, Messrs. Tessler and Zimmerman and each of the members of the Board who will continue to serve after the 2020 annual meeting of stockholders (except for Abigail S. Wexner and Leslie H. Wexner), has no material relationship with the Company other than in his or her capacity as a director of the Company and that each is “independent” in accordance with applicable NYSE standards.since 2019. If all director nominees are elected to serve as directors at the 2023 annual meeting, the average director tenure on our ~~directors, independent directors will constitute over 75% of our Board.~~

~~In making these determinations, the~~ Board took into account all factors and circumstances that it considered relevant, including, where applicable, the existence of any employment relationship between the director (or nominee) or a member of the director’s (or nominee’s) immediate family and the Company; whether within the past three years the director (or nominee) has served as an executive officer of the Company; whether the director (or nominee) or a member of the director’s (or nominee’s) immediate family has received, during any twelve-month period within the last three years, direct compensation from the Company in excess of $120,000; whether the director (or nominee) or a member of the director’s (or nominee’s) immediate family has been, within the last three years, a partner or an employee of the Company’s internal or external auditors; and whether the director (or nominee) or a member of the director’s (or nominee’s) immediate family is employed by an entity that is engaged in business dealings with the Company. The Board has not adopted categorical standards with respect to director independence. The Board believes that it is more appropriate to make independence determinations on a case-by-case basis in light of all relevant factors.

~~Board Leadership Structure~~

On February 20, 2020, L Brands and SP VS Buyer LP (“Sycamore”), an affiliate of Sycamore Partners Management, L.P., entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which, among other things, L Brands will transfer certain assets and liabilities relating to its business conducted under the Victoria’s Secret and PINK brands to a newly formed subsidiary of L Brands (“VS Holdco”) and sell 55% of the equity interests of VS Holdco to Sycamore (the “Transaction”). L Brands, through its subsidiaries, will retain 45% of the equity interests of VS Holdco.

Mr. Leslie H. Wexner serves as Chairman of the Board and Chief Executive Officer (“CEO”) of the Company. Upon the closing of the transactions contemplated by the Transaction Agreement (the “Closing”), Mr. Wexner will step down as Chairman of the Board and as CEO and will remain a member of the Board as Chairman Emeritus. Andrew Meslow, the Chief Executive Officer of Bath & Body Works, will be ~~appointed by the Board as our CEO and as a director of the Company, effective upon the Closing.~~

~~Allan R. Tessler currently serves as the lead independent director.~~ 2.9 years.

In July 2012, the Board determined that the lead independent director should be appointed solely by the independent directors, as they deem appropriate, and Mr. Tessler was subsequently reappointed as the lead independent director by them. As lead independent director, Mr. Tessler has the authority to call meetings of the independent directors, at which he serves as the chairman. Mr. Tessler also approves information sent to the Board, including the agenda for Board meetings, and is responsible for approving meeting schedules in order to assure that there is sufficient time for discussion of all agenda items. Upon Mr. Tessler’s retirement, Ms. Nash will serve as lead independent director. Upon the Closing, Ms. Nash will be appointed as the Chair of the Board.

~~Risk Oversight; Certain Compensation Matters~~

The Board, directly and through the Audit Committee and other committees of the Board, takes an active role in the oversight of the Company’s policies with respect to the assessment and management of enterprise risk. Among other things, the Board has policies in place for identifying the senior executive responsible for key risks as well as the Board committees with oversight responsibility for particular key risks. In a number of cases, oversight is conducted by the full Board.

Among other things, the Company, including the Compensation Committee of the Board, has evaluated the Company’s compensation structure from the perspective of enterprise risk. The Company, including the Compensation Committee, believes that the Company’s compensation structures are appropriate and do not incentivize inappropriate taking of business risks.

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~~Cybersecurity Risk~~

The Board and the Audit Committee take an active role in the oversight of the Company’s cybersecurity and data security policies. Among other things, the Board periodically reviews with members of management of the Company issues relating to information security, fraud, data security and cybersecurity risk and developments as well as the steps management has taken to monitor and control such exposures.

~~Review of Strategic Plans and Capital Structure~~

The Board regularly reviews the Company’s strategic plans and capital structure with a view toward long-term value creation, including environmental, social and governance considerations. The Board also conducts a strategic planning retreat at least annually with senior management.

~~Social Responsibility~~

The Company is a values-based company and we strive to operate our business according to high standards of social responsibility. The Board reviews issues of social responsibility, including diversity and inclusion, environmental, philanthropic and governance matters, and the Company’s policies, practices and progress with respect to such issues. Key areas of focus and highlights include:

~~Commitment to improving the communities where we do business. In 2019, we invested more than $13 million in non-profit organizations in our home office communities through the L Brands Foundation.~~

Empowering and joining our associates in funding research with the goal of ending cancer. Last year, together with associates, we raised more than $4.9 million for the James Cancer Center of The Ohio State University, bringing the 11-year total to $64 million. In addition we have sponsored the world’s largest Komen Race for the Cure corporate team for the last 10 years.

Selection of vendors based on their ability and commitment to meet our safety and quality standards, and to follow our strict ethical labor and environmental standards. The majority of our production comes from the United States, China, Sri Lanka, Vietnam and India and includes many long-term strategic supplier partners.

Reduction of our environmental impact through the use of sustainably-managed materials and the introduction of programs to reduce energy consumption. For example, under the Company’s Forest Products Procurement Policy, we work with our suppliers to source packaging and products, including those made from man-made cellulosic fibers, that include recycled content or are produced with pulp from certified forestry operations, reducing the pressures on endangered forests.

Promotion of environmentally sensitive practices. For example, we have built a chemical management program aimed at eliminating the discharge of 14 priority chemical categories in conjunction with the manufacturing of our apparel products. Additionally, the Company partners with The Better Cotton Initiative (“BCI”) to improve cotton farming globally. By the end of 2021, 50% of the Company’s cotton will be sourced through BCI.

Recruitment, retention and advancement of talent that reflects the customers we serve and our communities. The Company earned a perfect score on the Human Rights Campaign 2020 Corporate Equality Index.

~~Human Capital Management~~

The Board recognizes that attracting, developing and retaining the best people is crucial to all aspects of the Company’s activities and long-term success and has oversight of the development and implementation of our human capital management programs, including diversity and inclusion practices and initiatives, recruiting, retention and career development and progression. Among other things, the Board reviews with members of management of the Company issues relating to human capital management such as employee engagement, workforce planning and demographics, diversity and inclusion strategies and our corporate culture.

~~Succession Planning~~

~~The Board and its Nominating & Governance Committee have developed policies and principles governing succession planning with respect to the CEO and senior management.~~

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~~Information Concerning Board Meeting Attendance~~

Our Board held 12 meetings in fiscal year 2019. During fiscal year 2019, all of the directors attended 75% or more of the total number of meetings of the Board and of the committees of the Board on which they served (which were held during the period in which they served).

~~Committees of the Board~~

~~Audit Committee~~

The Audit Committee of the Board is instrumental in the Board’s fulfillment of its oversight responsibilities relating to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent auditors and (iv) the performance of the Company’s internal audit function. The current members of the Audit Committee are Ms. James (Chair), Ms. Nash and Messrs. Tessler and Zimmerman. The Board has determined that each of the Audit Committee members meets the independence, expertise and experience standards established by the NYSE and the Securities and Exchange Commission (the “Commission”) for service on the Audit Committee of the Board and for designation as an “audit committee financial expert” within the meaning of the regulations promulgated by the Commission.

~~The Report of the Audit Committee can be found on page~~ 58 ~~of this proxy statement. The Audit Committee held 13 meetings in fiscal year 2019.~~

~~Compensation Committee~~

The Compensation Committee of the Board (i) oversees the Company’s compensation and benefits philosophy and policies generally, (ii) evaluates the CEO’s performance and oversees and sets compensation for the CEO, (iii) oversees the evaluation process and compensation structure for other members of the Company’s senior management and (iv) fulfills the other responsibilities set forth in its charter. The current members of the Compensation Committee are Mr. Morris (Chair), Dr. Gee and Mr. Schottenstein. The Board has determined that each of the current Compensation Committee members is “independent” in accordance with applicable NYSE standards.

~~The Report of the Compensation Committee can be found on page~~ 53 ~~of this proxy statement. The Compensation Committee held 11 meetings in fiscal year 2019.~~

~~Nominating & Governance Committee~~

The Nominating & Governance Committee actively engages in the ongoing review of the composition of the Board and opportunities for Board refreshment. Based on its review, the Nominating & Governance Committee identifies and recommends to the Board candidates who are qualified to serve on the Board and its committees. The Nominating & Governance Committee also considers and reviews the qualifications of any individual nominated for election to the Board by stockholders. It is responsible for proposing a slate of candidates for election as directors at each annual meeting of stockholders. We have added five new directors since 2014 who bring a diversity of skills, attributes and perspectives to the Board. In addition to ongoing Board refreshment, we believe that a variety of director tenures is beneficial to ensure Board quality and continuity of experience, as reflected in the current composition of our Board.

~~The Nominating & Governance Committee develops and recommends to the Board criteria and procedures for the selection and evaluation of~~assessing new individuals to serve as directors and committee ~~members. In assessing director nominees,~~members, the Nominating & Governance Committee takes into account the qualifications of existing directors for continuing service or re-nomination, which may be affected by, among other things, the quality of their contributions, their attendance records, changes in their primary employment or other business affiliations, the number of boards of publicly held companies on which they serve or other competing demands on their time and attention. While the Board has not established any specific minimum qualifications for director nominees, as indicated in the Company’s corporate governance principles, the directors and any potential nominees should possess the integrity, judgment, skills, experience and other characteristics that are deemed necessary or desirable for the effective performance of the Board’s oversight function. Certain of the skills, qualifications and particular areas of expertise considered with respect to the members of the Board atare summarized under the ~~time each~~heading “Election of Directors—The Board’s 2023 Director ~~was nominated are summarized~~Nominees” and in the director biographies found on pages 717 through 923 of this proxy statement. ~~Although the Nominating & Governance Committee does not use formal quantitative or similar criteria with regard to diversity in its selection process, the~~The Company’s

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corporate governance principles provide that the Board will be composed of members of diverse backgrounds and, ~~accordingly,~~in January 2022, the Board amended the charter of the Nominating & Governance Committee to include a commitment to have at least 50% of the Board be diverse and to provide that

2023 Proxy Statement | Bath & Body Works, Inc. 23

the initial pool of candidates for any Board vacancy shall consist of at least one woman and one person of color. The Nominating & Governance Committee considers the diversity of experience, background and expertise of the current directors and areas where new directors might add additional perspectives as factors in the selection of Board nominees. ~~Five~~If all 13 director nominees are elected to serve as our directors, six of our directors ~~are~~will be women ~~including two who are women~~(including our Board Chair and the Chair of ~~color. The Company~~our Nominating & Governance Committee), four of our directors will ~~continue to require that~~be people of color and one of our directors will be a member of the initial pool of candidates identified to be considered for any future Board vacancy include persons reflecting a diversity of race, ethnicity and gender. In addition, in connection with the use of a third-party search firm to identify external candidates who are qualified to serve as potential successors to the CEO, the Board will instruct such third-party search firm to take into consideration the Company’s commitment to diversity as defined above.

LGBTQIA+ community.

The Nominating & Governance Committee does not have a formal policy on the consideration of director candidates recommended by stockholders. The Board believes that it is more appropriate to provide the Nominating & Governance Committee flexibility in evaluating stockholder recommendations. In the event that a director nominee is recommended by a stockholder, the Nominating & Governance Committee will give due consideration to the director nominee and will use the same criteria used for evaluating individuals nominated by the Board, ~~director nominees,~~ in addition to considering the information relating to the director nominee provided by the stockholder.

~~The~~

During 2022, the Company engaged a search firm to assist the Nominating & Governance Committee in identifying and evaluating potential ~~directors.~~

The Nominating & Governance Committee also develops and recommends to the Board, and regularly reviews, a set of corporate governance principles for the Company to ensure they reflect evolving best practices, monitors compliance with those principles and stays abreast of developments in the area of corporate governance. A proxy access bylaw was adopted in November 2016, permitting up to 20 stockholders owning 3% or more of the outstanding shares of Common Stock continuously for at least three years to nominate the greater of two directors, or up to 20% of the Board and include those nominees in our proxy materials. The Nominating & Governance Committee also reviews and periodically makes recommendations to the Board regarding the structure, practices, policies and activities of the Board and its committees. Each Board committee’s charter is reviewed at least annually. To ensure that the Board, Board committees and individual directors remain effective, the Nominating & Governance Committee oversees a robust annual evaluation of the Board, each Board committee and each individual director and recommends ways to improve performance. At least annually, each of the Audit Committee, the Compensation Committee and the ~~Nominating & Governance Committee evaluates its own performance and reports to~~search culminated in, based on the Board on such evaluation. The full Board also engages in self-evaluation at least annually. As a result of the Board’s review of evolving corporate governance practices, and consistent with its strong commitment to the careful consideration of stockholder views, the Board has submitted proposals to stockholders at this annual meeting to amend the Charter to remove supermajority voting requirements and to declassify the Board. The current membersrecommendations of the Nominating & Governance Committee, ~~are Mr. Tessler (Chair)~~the Board’s appointments of Alessandro Bogliolo and ~~Mses. James~~Juan Rajlin as new independent directors effective on March 28, 2022. Most recently, following engagement with the Company’s stockholders and ~~Sheehan. The Board has determined that each of~~an interview and vetting process led by the ~~current~~ Nominating & Governance Committee, ~~members is “independent” in accordance with applicable NYSE standards.~~

~~The Nominating & Governance Committee held 7 meetings in fiscal year 2019.~~

~~Executive Committee~~

~~The Executive Committee of~~ the Board ~~may exercise,~~appointed Lucy Brady, Steven Voskuil and Thomas Kuhn as new independent directors effective on February 12, 2023, February 21, 2023, and March 10, 2023, respectively. As previously disclosed, Ms. Brady and Mr. Kuhn were appointed to the ~~fullest extent permitted by law, all~~Board following the recommendation of the powers and authority granted to the Board. Among other things, the Executive Committee may declare dividends, authorize the issuance of stock and authorize the seal of the Company to be affixed to papers that require it. The current members of the Executive Committee are Messrs. Wexner (Chair) and Tessler.

~~Finance Committee~~

The Finance Committee of the Board periodically reviews the Company’s financial position and financial arrangements with banks and other financial institutions. The Finance Committee also makes recommendations on financial matters that it believes are necessary, advisable or appropriate. The current members of the Finance Committee are Mr. Tessler (Chair), Mses. Nash and Wexner and Mr. Zimmerman.

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~~Inclusion Committee~~

The Inclusion Committee of the Board is instrumental in the Board’s fulfillment of its oversight responsibilities relating to, among other things, (i) the Company’s commitment to diversity and inclusion and (ii) the performance of the Company’s Office of Inclusion. The current members of the Inclusion Committee are Mrs. Wexner (Chair), Ms. Bellinger, Dr. Gee and Ms. James.

~~Retiring Committee Members~~

~~Effective as of the annual meeting, Dr. Gee and Messrs. Tessler and Zimmerman will conclude service on the Board and the respective Committees on which they serve.~~

~~Meetings of the Company’s Non-Management Directors~~

The non-management directors of the Board meet in executive session in connection with each regularly scheduled Board meeting. Mr. Tessler serves as the chair of those meetings, which neither Mr. Wexner nor Mrs. Wexner attends.

~~Communications with Stockholders~~

The Board believes that it is important to understand stockholder perspectives on the Company and foster long-term relationships with stockholders and, to that end, we have a policy of robust engagement with stockholders, with continuing outreach to and dialogue with all of our major investors on a range of issues, including corporate governance matters and environmental and social goals and initiatives. Such engagements with investors have been highly constructive. The Board also provides a process for interested parties to send communications to the full Board, the non-management members of the Board, the lead independent director and the members of the Audit Committee. Any director may be contacted by writing to him or her c/o L Brands, Inc., Three Limited Parkway, Columbus, Ohio 43230 or emailing at ~~boardofdirectors@lb.com. Any stockholder wishing to contact Audit Committee members may send an email to~~ ~~auditcommittee@lb.com~~. Communications that are not related to a director’s duties and responsibilities as a Board member, a non-management director or an Audit Committee member may be excluded by the Office of the General Counsel, including, without limitation, solicitations and advertisements; junk mail; product-related communications; job referral materials such as resumes; surveys; and any other material that is determined to be illegal or otherwise inappropriate. The directors to whom such information is addressed are informed that the information has been removed and that it will be made available to such directors upon request.

~~Attendance at Annual Meetings~~

The Company does not have a formal policy regarding attendance by members of the Board at the Company’s annual meeting of stockholders. However, it encourages directors to attend and historically nearly all have done so. All of the then-current Board members attended the 2019 annual meeting, except for Dr. Gee and Mr. Tessler. Each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending meetings of the Board and the committees of which he or she is a member.

~~Code of Conduct, Related Person Transaction Policy and Associated Matters~~

The Company has a code of conduct that is applicable to all employees of the Company, including the CEO and Chief Financial Officer, and to members of the Board. Any amendments to the code or any waivers from any provisions of the code granted to executive officers or directors will be promptly disclosed to stockholders through posting on the Company’s website at ~~www.lb.com~~.

Under the Company’s Related Person Transaction Policy (the “Policy”), subject to certain exceptions, directors and executive officers of the Company are required to notify the Company of the existence or potential existence of any financial or commercial transaction, agreement or relationship involving the Company in which a director or executive officer or his or her immediate family members has a direct or indirect material interest. Each such transaction must be approved by the Board or a committee consisting solely ofThird Point LLC. These new independent directors ~~after consideration of all material facts~~possess deep experience in omnichannel retail, consumer products, international expansion, corporate strategy, legal and ~~circumstances.~~

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~~TABLE OF CONTENTS~~

The Company is engaged in several projects designed to increase our speed and agility in producing products that satisfy our customers. In the case of our beauty, personal care and home fragrance businesses, the development of supplier facilities in close proximity to our headquarters and distribution facilities in central Ohio has been an integral part of capturing the many business benefits of speed and agility. The New Albany Company, a business beneficially owned by Mr. and Mrs. Wexner, is in the business of developing real estate, including industrial parks, and has sold land (and may in the future sell land) to certain vendors or third party developers in connection with the continuing development of an industrial park focused on the foregoing business categories in New Albany, Ohio. The Audit Committee monitors such vendor and third party transactions on an ongoing basis to assure that they are in the best interests of the Company and its stockholders generally.

~~Copies of the Company’s Code of Conduct, Corporate Governance Principles, Policy and Committee Charters~~

~~The Company’s code of conduct,~~ corporate governance, ~~principles and Policy,~~ as well as robust financial and capital allocation expertise to further reinforce the ~~charters~~Board’s already strong foundation in these areas. In addition, following the conclusion of the ~~Audit Committee, Compensation Committee and Nominating & Governance Committee~~Board’s comprehensive search process to identify the Company’s permanent Chief Executive Officer as described on page 33 of this proxy statement, effective upon Ms. Boswell’s appointment as Chief Executive Officer on December 1, 2022, Ms. Boswell was also appointed as a member of the ~~Board, are available~~Board.

Ratification of the Appointment of Independent Registered Public Accountants

(Item 2 on the ~~Company’s website at~~ ~~www.lb.com. Stockholders may also request a copy of any such document from: L Brands, Inc., Attention: Investor Relations, Three Limited Parkway, Columbus, Ohio 43230.~~

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Proxy Card)

~~TABLE OF CONTENTS~~

~~PROPOSAL 4: RATIFICATION OF THE APPOINTMENT~~
~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~

The Audit Committee has appointed Ernst & Young LLP to serve as the Company’s independent registered public accountants for the fiscal year ending ~~January 30, 2021.~~February 3, 2024. Ernst & Young LLP has been retained as the Company’s independent registered public accountants continuously since 2003.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accountants. The Audit Committee is also responsible for approving the fees associated with the Company’s retention of Ernst & Young LLP. In accordance with ~~Commission~~the Commission’s rules, Ernst & Young LLP’s lead engagement partner rotates every five years. The Audit Committee is directly involved in the selection of Ernst & Young LLP’s lead engagement partner. In addition, the Audit Committee evaluates Ernst & Young LLP’s qualifications, performance and independence and presents its conclusions on these matters to the Board on at least an annual basis, and annually considers whether to continue its engagement of Ernst & Young LLP.

The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as the Company’s independent registered public accountants is in the best interests of the Company and its stockholders. We are asking you to ratify Ernst & Young LLP’s appointment, although your ratification is not required. A representative of Ernst & Young LLP will be present at the meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

Additional information concerning the Company’s engagement of Ernst & Young LLP is included ~~on page~~ 59.

~~The Board recommends a vote FOR~~under the ~~ratification~~heading “Independent Registered Public Accountants’ Fees” below.

WE RECOMMEND THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

24 Bath & Body Works, Inc. | 2023 Proxy Statement

Report of the ~~appointment~~Audit Committee

As provided in our written charter, the Audit Committee is instrumental in the Board’s fulfillment of its oversight responsibilities relating to (i) the integrity of the Company’s financial statements and internal controls, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent auditors and (iv) the performance of the Company’s internal audit function.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). This is the responsibility of management and the independent auditors. Furthermore, while we are responsible for reviewing the Company’s policies and practices with respect to risk assessment and management, it is the responsibility of the Chief Executive Officer and senior management to determine the appropriate level of the Company’s exposure to risk.

We have reviewed and discussed the Company’s audited financial statements as of and for the year ended January 28, 2023, and met with both management and the Company’s independent auditors to discuss the financial statements. Management has represented to us that the financial statements were prepared in accordance with GAAP. We have reviewed with the internal auditors and independent auditors the overall scope and plans for their respective audits. We also met with the internal auditors and independent auditors, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls.

We have also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Commission. The Company’s independent auditors also provided to us the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence, and we discussed with the independent auditors their independence from the Company. We considered whether the provision of non-audit services by the independent auditors to the Company is compatible with maintaining their independence.

Based on the reviews and discussions summarized in this Report, and subject to the limitations on our role and responsibilities, certain of which are referred to above and in the Audit Committee charter, we recommended to the Board that the Company’s audited financial statements be included in the Company’s 2022 10-K for filing with the Commission.

We have appointed Ernst & Young LLP as the Company’s independent registered public accountants.

Audit Committee

Stephen Steinour, Chair

Francis Hondal

Michael Morris

Juan Rajlin

J.K. Symancyk

2023 Proxy Statement | Bath & Body Works, Inc. 25

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~~TABLE OF CONTENTS~~Independent Registered Public Accountants’ Fees

~~PROPOSAL 5: 2020 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~

On May 26, 2011, our stockholders approved our 2011 Stock Option and Performance Incentive Plan (the “2011 Plan”) and on May 21, 2015 our stockholders approved the 2015 Stock Option and Performance Incentive Plan, which amended and restated the 2011 Plan (the “2015 Plan”). After thorough review of the terms set forth in our 2011 Plan and 2015 Plan, including the share pools underlying the potential awards for our participants under each plan, the Board determined that it would be in the best interests of L Brands and its stockholders to approve the 2020 Plan, and recommends that our stockholders approve the 2020 Plan. The Board believes that an effective equity compensation program is a key component of our compensation philosophy and requests that the stockholders approve the 2020 Plan.

~~The Board believes that the 2020 Plan will be an important factor in attracting and retaining high caliber employees. The 2015 Plan, along with its predecessor plans, has~~

During fiscal 2022, Ernst & Young LLP served as ~~an important part of~~ the Company’s ~~overall compensation program through its enabling~~independent registered public accountants and in that capacity rendered an opinion on our consolidated financial statements as of ~~granting stock options~~ and ~~other equity-based awards~~for the fiscal year ended January 28, 2023. The Audit Committee has selected Ernst & Young LLP as the Company’s independent registered public accountants for fiscal 2023.


		Audit and Other Fees
		Audit and Other Fees

The following table presents fees billed or expected to ~~employees~~be billed for services rendered by Ernst & Young LLP for fiscal 2022 and ~~advisors.~~

~~The 2020 Plan includes 6,400,000 shares~~2021 (amounts in thousands):


	FISCAL 2022 ($)	FISCAL 2021 ($)

Audit Fees	3,548	6,364

Audit-related Fees	295	227

Tax Fees	63	327

All Other Fees	0	0

Total Fees	3,906	6,918

“Audit Fees” consist of ~~Common Stock~~fees for ~~which stockholder approval is being requested (see “~~—Number of Authorized Shares” below). As of April 1, 2020, there were 5,333,119 shares of Common Stock available for future awards under the 2015 Plan, not including shares of our Common Stock that may be forfeited, terminated, surrendered or canceled without the delivery of shares of Common Stock under outstanding awards. There are no shares remaining available for grant under predecessor plans including the 1993 Stock Option and Performance Incentive Plan (the “1993 Plan”), although awards remain outstanding and subject to payment or forfeiture under the 1993 Plan. As of April 1, 2020, there were 5,180,433 options to purchase the Common Stock outstanding and no stock appreciation rights outstanding. The options have a weighted average exercise price of $52.22 per share and a weighted average remaining term of 5.9 years. There were 7,938,791 shares of Common Stock outstandingprofessional services rendered by Ernst & Young LLP in connection with ~~unvested full value awards~~the audit of our consolidated financial statements and reviews of our unaudited consolidated interim financial statements, as well as fees for services that generally only the independent auditor can reasonably be expected to provide, including comfort letters and consultations regarding financial accounting and/or reporting standards. These amounts also include fees for services rendered in connection with the audit of our internal control over financial reporting, fees for services rendered in connection with statutory audits of our international subsidiaries’ financial statements and, for fiscal 2021 only, fees for audit services in connection with the separation of Victoria’s Secret & Co.

“Audit-related Fees” consist of assurance and related services that are traditionally performed by the independent auditor and include audits of employee benefit plans, agreed upon procedures and other attest engagements not required by statute or regulation.

“Tax Fees” consist of tax compliance and advisory services.


		Pre-approval Policies and Procedures
		Pre-approval Policies and Procedures

Our Audit Committee is required to pre-approve the audit and non-audit services performed by Ernst & Young LLP in order to ensure that these services do not impair Ernst & Young LLP’s independence from us. We maintain an auditor independence policy that, among other things, mandates that our Audit Committee annually pre-approves all audit and permitted non-audit services expected to be performed each year by Ernst & Young LLP and the related fees. This policy also mandates that we may not enter into engagements with Ernst & Young LLP for other permissible non-audit services without the express pre-approval of the Audit Committee. In accordance with this policy, the Audit Committee pre-approved all services performed by Ernst & Young LLP in fiscal 2022 and 2021.

26 Bath & Body Works, Inc. | 2023 Proxy Statement

Information About Our Executive Officers

Set forth below is the name, age (as of April ~~1, 2020. There were 276,533,315 shares~~18, 2023) and certain information regarding each of ~~Common Stock outstanding~~our executive officers, other than Ms. Boswell, whose biographical information is presented above under the heading “Election of Directors—The Board’s 2023 Director Nominees.”

LOGO

Age: 52

Wendy Arlin

CHIEF FINANCIAL OFFICER

Ms. Arlin assumed the role of Chief Financial Officer in August 2021. Prior to being promoted to this role, she served as the Company’s Senior Vice President, Finance and Corporate Controller where she led corporate finance, financial reporting and accounting, real estate and store design finance, and financial shared services, including inventory control, accounts payable, payroll, and banking and cash management. Prior to joining the Company in 2005, Ms. Arlin spent 12 years at KPMG LLP in the audit practice and ultimately held the position of partner in charge of the central Ohio consumer and industrial/information, communications and entertainment businesses practices. Ms. Arlin earned a bachelor’s degree in international relations from Stanford University. On April 6, 2023, the Company announced that Ms. Arlin will cease to serve as Chief Financial Officer effective July 29, 2023, or such earlier date on which her successor commences employment with the Company. See “Compensation-related Matters—Compensation Discussion and Analysis—Leadership Transition—Chief Financial Officer Transition” below for additional information.

LOGO

Age: 56

Tom Mazurek

CHIEF SUPPLY CHAIN OFFICER

Mr. Mazurek was appointed Chief Supply Chain Officer in May 2022. He has more than three decades of experience in product development, production and manufacturing and leads teams responsible for collaborating with merchants and the design function to bring products to life. He also manages all commercial product development including R&D and engineering, in addition to all manufacturing and sourcing across a diverse global base of supply, and leads the Company’s enterprise ESG strategies and initiatives. Mr. Mazurek joined the Company in 2000. Throughout his tenure, he has taken on progressively larger roles and initiatives at the Company, including being a key contributor to Beauty Park, a business park that includes several key Company vendors within close proximity to the Company’s Columbus, Ohio distribution centers and headquarters. Earlier in his career, Mr. Mazurek worked in operational roles with Hasbro and Mattel. He earned his undergraduate degree from Fordham University in New York City and received an M.B.A. from the University at Buffalo.

2023 Proxy Statement | Bath & Body Works, Inc. 27

LOGO

Age: 56

Deon Riley

CHIEF HUMAN RESOURCES OFFICER

Ms. Riley joined the Company as Chief Human Resources Officer in December 2020. She has responsibility for all human resources practices, including talent acquisition; engagement and retention; organizational development; diversity, equity and inclusion; total rewards; and systems and policy compliance. Ms. Riley is a strategic HR business partner with a well-honed depth and breadth of experience in large, growth-focused, merchant- and brand-driven organizations across the consumer goods, retail and manufacturing sectors. Prior to joining the Company, she served as group senior vice president of human resources, culture, diversity and inclusion at Ross Stores where she spent eight years. She started her career in sales at United Technologies Corporation, before growing her human resources career at PepsiCo and Abercrombie & Fitch. Ms. Riley earned her undergraduate degree from Wellesley College, her M.B.A. from Clark Atlanta University and her doctorate from Nova Southeastern University. She is also a certified executive coach through Columbia University.

LOGO

Age: 58

Julie Rosen

PRESIDENT, RETAIL

Ms. Rosen joined the Company as its President in September 2020. She has oversight over all channels, including stores, e-commerce and international; all product functions, including merchandising, design, planning and allocation; store design; and new business opportunities. Ms. Rosen joined Ann Inc., part of the Ascena Retail Group, in February 2017 and served as president with responsibility for Loft, Loft Outlet, Ann Taylor, Ann Taylor Factory and Lou & Grey from June 2018 through September 2020. Ms. Rosen has a deep merchant background and a breadth of leadership experience across merchandising, design, planning, production, marketing and stores. She began her career at Banana Republic and took on progressively larger roles within the merchant team for the brand and Gap. After running her own consulting firm with clients that included Nike, Theory and Bare Escentuals, she returned to Banana Republic as executive vice president for North America, with responsibility for a $2 billion book of business and the global product assortment. Ms. Rosen is a graduate of the University of Michigan.

LOGO

Age: 56

Michael Wu

CHIEF LEGAL OFFICER AND CORPORATE SECRETARY

Mr. Wu serves as Chief Legal Officer and Corporate Secretary having joined the business in May 2021. He oversees the Company’s legal, ethics and compliance, regulatory compliance and trade compliance teams. Mr. Wu is a four-time public company general counsel and corporate secretary with nearly 30 years of experience in growth companies and retail. He has deep expertise in corporate governance, corporate social responsibility, compliance and risk management, as well as in securities, mergers and acquisitions and international expansion. Prior to joining the Company, Mr. Wu served as chief legal officer and corporate secretary for Madewell, a division of J. Crew, from 2019 to 2021, where he drove the company’s preparation for an initial public offering and spin-off. He served as general counsel at Carter’s, a leading children’s apparel brand, from 2014 to 2019; Rosetta Stone, an education technology software company, from 2006 to 2014; and Teleglobe, an international telecommunications company, from 2003 to 2006. Mr. Wu earned his undergraduate degree from Emory University and his juris doctorate degree from the University of Virginia School of Law.

28 Bath & Body Works, Inc. | 2023 Proxy Statement

Advisory Vote to Approve Named

Executive Officer Compensation

(Item 3 on ~~March 20, 2020,~~ the ~~record date for the 2020 annual meeting.~~

~~A copy~~Proxy Card)

Section 14A of the 2020 Plan is attached hereto as Appendix C and the following summary of the material terms of the 2020 Plan does not purport to be complete and is qualified in its entirety by the terms of the 2020 Plan. In the event that the 2020 Plan is not approved by our stockholders, awards will continue to be made under the 2015 Plan.

~~The Board of Directors Recommends a Vote FOR Approval of the 2020 Stock Option and Performance Incentive Plan.~~

~~Purpose of the 2020 Plan~~

The purpose of the 2020 Plan is to attract and retain the best available executive and key management associates, consultants and other advisors for L Brands and its subsidiaries and affiliates and to encourage the highest level of performance by such associates, consultants and other advisors, thereby enhancing the value of L Brands for the benefit of its stockholders. The 2020 Plan is also intended to motivate executive and key management associates, consultants and other advisors to contribute to our future growth and profitability and to reward their performance in a manner that provides them with a means to increase their holdings of Common Stock and aligns their interest with the interests of our stockholders.

~~Administration of the 2020 Plan~~

The 2020 Plan will be administered by the Compensation Committee of the Board. The Compensation Committee will be composed of directors who qualify as “non-employee directors” within the meaning of the Securities ~~and~~ Exchange Act of 1934, as amended (the “Exchange Act”) and “independent” to the extent required by applicable law or rules of the NYSE. The Compensation Committee has the power in its discretion to grant awards under the 2020 Plan, to determine the terms thereof, to interpret the provisions of the 2020 Plan and to take action as it deems necessary or advisable for the administration of the 2020 Plan.

~~Number of Authorized Shares~~

The 2020 Plan provides for awards with respect to a maximum of 11,733,119 shares of Common Stock to associates of L Brands and its subsidiaries and affiliates (composed of 6,400,000 shares for which stockholder approval is being requested, which constitutes 2.3% of L Brands’ outstanding 276,533,315 shares of Common Stock as of March 20, 2020, plus 5,333,119 previously authorized and unissued shares under the 2015 Plan as of April 1,

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~~2020)~~, plus Returned Shares (as defined below), plus shares of Common Stock issuable upon the exercise of Substitute Awards. The number and class of shares available under the 2020 Plan and/or subject to outstanding awards may be adjusted by the Compensation Committee to prevent dilution or enlargement of rights in the event of various changes in the capitalization of L Brands. “Substitute Awards” are awards granted in assumption of or in substitution for any outstanding awards granted by a company acquired by L Brands or with which L Brands combines. Shares of Common Stock granted under the 2020 Plan or its predecessors, other than under Substitute Awards, attributable to: (i) unexercised Options (as hereinafter defined) and stock appreciation rights (“SARs”) which expire or are terminated, surrendered or cancelled (other than in connection with the exercise of SARs); (ii) shares of our Common Stock subject to certain restrictions (“Restricted Shares”) which are forfeited to the Company, including shares relating to Restricted Share Units (as hereinafter defined); (iii) units representing shares of Common Stock (“Performance Units”) which are not earned and paid; and (iv) awards settled in cash in lieu of shares of Common Stock, may be available for subsequent award under the 2020 Plan at the Compensation Committee’s discretion (“Returned Shares”). The following shares of Common Stock may not again be made available for issuance as awards under the 2020 Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding SAR or Option, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to an outstanding Option or SAR, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the Option exercise price.

~~Eligibility and Participation~~

Eligibility to participate in the 2020 Plan is limited to associates, consultants, directors and other advisors or individuals who provide services to (i) the Company or any of its subsidiaries or affiliates, or (ii) any joint venture in which the Company or any of its subsidiaries or affiliates holds at least a 20% interest, and who, in each case, are selected to participate in the 2020 Plan by the Compensation Committee. Currently, approximately 5,800 individuals are within the classes eligible to participate in the 2020 Plan. The Company anticipates that approximately 28% of those eligible will participate in the 2020 Plan. Participation in the 2020 Plan is at the discretion of the Compensation Committee and shall be based upon the person’s present and potential contributions to the success of the Company and its subsidiaries and such other factors as the Compensation Committee deems relevant. No non-employee director of the Company may be granted in any calendar year awards covering more than 50,000 shares of Common Stock (unless the grant of any award in excess of this limit is approved by disinterested directors).

~~Certain Limitations~~

Awards granted under the 2020 Plan shall be subject to a minimum one-year vesting period following the grant date of such award; provided that the following actions and awards shall not be subject to the foregoing minimum vesting requirement: (i) the acceleration of awards in connection with certain corporate transactions, (ii) the grant of Substitute Awards or (iii) the grant of awards relating to 5% of the shares available for issuance under the 2020 Plan; and, provided further, that the foregoing restriction does not apply to the provision for accelerated exercisability or vesting of an award in cases of involuntary termination without cause, retirement, death or disability.

~~Type of Awards Under the 2020 Plan~~

The 2020 Plan provides that the Compensation Committee may grant awards to eligible participants in any of the following forms, subject to such terms, conditions and provisions as the Compensation Committee may determine to be necessary or desirable: (i) incentive stock options (“ISOs”), (ii) nonstatutory stock options (“NSOs”), (iii) SARs, (iv) Restricted Shares, (v) Restricted Share Units, (vi) Performance Units and (vii) shares of unrestricted Common Stock (“Unrestricted Shares”).

~~Grant of Options and SARs~~

The Compensation Committee may award ISOs and/or NSOs (collectively, “Options”) to eligible participants. ISOs may be awarded only to eligible associates. SARs may be awarded either in tandem with Options (“Tandem SARs”) or on a stand-alone basis (“Nontandem SARs”). Tandem SARs shall be awarded by the Compensation Committee at the time the related Option is granted.

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~~Exercise Price~~

The exercise price with respect to an Option is determined by the Compensation Committee at the time of grant. The exercise price determined with respect to an Option shall also be applicable in connection with the exercise of any Tandem SAR granted with respect to such Option. At the time of grant of a Nontandem SAR, the Compensation Committee will specify the base price of the shares of Common Stock to be issued for determining the amount of cash or number of shares of Common Stock to be distributed upon the exercise of such Nontandem SAR. Except with respect to Substitute Awards, neither the per share Option exercise price of Common Stock nor the base price of Nontandem SARs will be less than 100% of the fair market value per share of the Common Stock underlying the award on the date of grant. Information as to awards granted under the 2011 Plan to named executive officers (“NEOs”) and other participants in respect of our 2014 fiscal year is set forth elsewhere in this proxy statement.

~~Vesting~~

The Compensation Committee may determine at the time of grant and at any time thereafter, the terms under which Options and SARs shall vest and become exercisable; provided, however, that each Option granted under the 2020 Plan shall have a minimum vesting period of one year.

~~Special Limitations on ISOs~~

No ISO may be granted to an associate who owns, at the time of the grant, stock representing more than 10% of the total combined voting power of all classes of stock of L Brands (a “10% Stockholder”), unless the exercise price per share of Common Stock for the shares subject to such ISO is at least 110% of the fair market value per share of Common Stock on the date of grant and such ISO award is not exercisable more than five years after its date of grant. In addition, the total fair market value of shares of Common Stock subject to ISOs which are exercisable for the first time by an eligible associate in a given calendar year shall not exceed $100,000, valued as of the date of the ISOs’ grant. ISOs may not be granted more than 10 years after the date of adoption of the 2020 Plan by the Board.

~~Exercise of Options and SARs~~

An Option may be exercised by giving notice in such manner as the Compensation Committee may permit stating the number of shares of Common Stock with respect to which the Option is being exercised, and tendering payment therefor. The Compensation Committee may, at its discretion, accept shares of Common Stock as payment (valued at their fair market value on the date of exercise).

Tandem SARs are exercisable only to the extent that the related Option is exercisable and shall be subject to the same exercise period as the related Option. Upon the exercise of all or a portion of Tandem SARs, the related Option shall be cancelled with respect to an equal number of shares of Common Stock. Similarly, upon exercise of all or a portion of an Option, the related Tandem SARs shall be cancelled with respect to an equal number of shares of Common Stock. Nontandem SARs shall be exercisable for the period determined by the Compensation Committee.

Until the issuance of shares of Common Stock upon the exercise of an Option, surrender or exchange of Tandem SARs or exercise of Nontandem SARs, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares of Common Stock that are subject to the Option, Tandem SAR or Nontandem SAR.

~~Surrender or Exchange of SARs~~

Upon the surrender of a Tandem SAR and cancellation of the related unexercised Option, the participant will be entitled to receive shares of Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value of one share of Common Stock as of the date the Tandem SAR is exercised over (ii) the exercise price per share specified in such Option, multiplied by (B) the number of shares of Common Stock subject to the Option, or portion thereof, which is surrendered. Upon surrender of a Nontandem SAR, the associate will be entitled to receive shares of Common Stock having an aggregate fair market value equal to (A) the excess of (i) the fair market value of one share of Common Stock as of the date on which the Nontandem SAR is exercised over (ii) the base price of the shares covered by the Nontandem SAR multiplied by (B) the number of shares of Common Stock covered by the Nontandem SAR, or the portion thereof being exercised. The Compensation Committee, in its discretion, may cause all or any portion of L Brands’ obligation to a participant in respect of the exercise of an SAR to be satisfied in cash in lieu of Common Stock. Any fractional shares resulting from the exercise of an SAR will be paid in cash.

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~~Expiration of Options~~

Options will expire at such time as the Compensation Committee determines; provided, however, that no Option may be exercised more than 10 years from the date of grant, unless an ISO is held by a 10% Stockholder, in which case such ISO may not be exercised more than five years from the date of grant.

~~Expiration of SARs~~

~~SARs will expire at such time as the Compensation Committee determines; provided, however, that no SAR may be exercised more than 10 years from the date of grant.~~

~~Treatment of Options and SARs upon a Termination of Employment~~

Except as the Compensation Committee may at any time provide, Options and SARs may be exercised at any time within one year (30 days if termination of employment is for cause, as defined in the 2020 Plan) after the termination of a participant’s employment (other than by death or total disability), to the extent then exercisable, but in no case later than the term specified in the grant. Except as the Compensation Committee may at any time provide, upon the death of a participant while employed by L Brands or its subsidiaries or affiliates, Options and SARs shall become fully exercisable and shall remain exercisable for one year following such participant’s death, but in no case later than the term specified in the grant.

Except as the Compensation Committee may at any time provide, in the event that a participant to whom an Option or SAR has been granted under the 2020 Plan shall become totally disabled, as defined in the 2020 Plan, any Options or SARs that are not vested shall continue to vest during the period of such participant’s total disability, and, upon becoming vested, shall be exercisable for one year after the applicable vesting date, but in no case later than the term specified in the grant. Any Options or SARs exercisable on the date of a participant’s termination due to total disability, which occurs after nine months of absence due to the total disability, shall be exercisable for one year following the date of the participant’s termination of employment but in no case later than the term specified in the grant. In the event of the participant’s death following the participant’s termination of employment due to total disability, any unvested Options or SARs shall become fully exercisable and shall remain exercisable for one year following such participant’s death, but in no case later than the term specified in the grant.

~~Restricted Shares~~

Restricted Shares granted to participants under the 2020 Plan may not be sold, transferred, pledged or otherwise encumbered or disposed of during the restricted period established by the Compensation Committee. The Compensation Committee may also impose additional restrictions on a participant’s right to dispose of or to encumber Restricted Shares, which may include satisfaction of performance objectives. Performance objectives under the 2020 Plan will be determined by the Compensation Committee and will be based on any one or more of the following: price of Common Stock or the common stock of any affiliate, stockholder return, return on equity, return on investment, return on capital, sales productivity, comparable store sales growth, economic profit, economic value added, net income, operating income, gross margin, sales, free cash flow, earnings per share, operating Company contribution or market share. These factors shall have a minimum performance standard below which no payments will be made, and a maximum performance standard at or above which no incremental payments will be made. These performance goals may be based on an analysis of historical performance and growth expectations for the business, financial results of other comparable businesses, and progress towards achieving the long-range strategic plan for the business. These performance goals and determination of results shall be based entirely on financial measures. The Compensation Committee may not use any discretion to modify award results except as permitted under Section 162(m) of the Code.

Holders of Restricted Shares may not exercise the rights of a stockholder, such as the right to vote the shares or receive dividends and other distributions, prior to the vesting of the shares. In the event of a payment of a dividend or other distribution in connection with the Common Stock, participants holding Restricted Shares may receive dividend or other distribution equivalents, with such equivalents to be subject to the same restrictions and vesting conditions as the underlying Restricted Shares. The Compensation Committee may, in its discretion, specify in the applicable award agreement that any or all dividend or other distribution equivalents paid on Restricted Shares prior to vesting be credited to the participant in cash or in a number of additional Restricted Shares having an aggregate

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fair market value equal to the dividend per share paid on the Common Stock multiplied by the number of Restricted Shares credited to such participant’s account at the time the dividend was declared, subject to such terms and conditions, including such restrictions, of the applicable Restricted Shares.

Upon the death of a participant, any performance conditions applicable to the Restricted Shares will be deemed to have been satisfied at target, and the restrictions applicable to Restricted Shares held by such participant will lapse. Except as the Compensation Committee may at any time provide, upon termination of the participant’s employment with the Company, Restricted Shares granted to such participant shall be forfeited.

~~Restricted Share Units~~

A “Restricted Share Unit” represents the right to receive a share of Common Stock (or cash equivalent, if applicable) in the future, provided that the restrictions and conditions designated by the Compensation Committee at the time of the grant are satisfied. During the restricted period with respect to such Restricted Share Units, participants shall not have the right to vote or receive dividends with respect to such Restricted Share Units. After the end of the restricted period, and prior to the time that shares of Common Stock are transferred to the participant, the participant shall be credited with “dividend equivalents” with respect to each outstanding Restricted Share Unit in an amount equal to the amount the participant would have received as dividends if the Restricted Share Units were actual shares of Common Stock. Such dividend equivalents will be converted into additional Restricted Share Units based on the value of the Common Stock on the dividend payment date, in accordance with the procedures established by the Compensation Committee.

Restricted Share Units may not be transferred, assigned, pledged or hypothecated except by will or applicable laws of descent and distribution. Upon the death of a participant, any performance conditions applicable to the Restricted Share Units will be deemed to have been satisfied at target, and the restrictions applicable to Restricted Share Units held by such participant will lapse. Except as the Compensation Committee may at any time provide, upon termination of the participant’s employment with the Company, Restricted Share Units granted to such participant shall be forfeited.

~~Performance Units~~

The Compensation Committee may award to participants Performance Units which will have a specified value or formula-based value at the end of a performance period. Performance Units so awarded will be credited to an account established and maintained for the participant. The Compensation Committee will determine performance periods and performance objectives in connection with each grant of Performance Units.

Vesting of awards of Performance Units will occur upon achievement of the applicable objectives within the applicable performance period. The Compensation Committee may, at its discretion, permit vesting in the event performance objectives are partially met, or grant additional vested Performance Units in the event performance objectives are surpassed. Payment of vested Performance Units may be made in cash, Common Stock or any combination thereof, as determined by the Compensation Committee.

No voting or dividend rights attach to the Performance Units; however, the Compensation Committee may credit a participant’s Performance Unit account with additional Performance Units equivalent to the fair market value of any dividends on an equivalent number of shares of Common Stock, payment of which shall be subject to prior satisfaction of the applicable performance objectives.

Performance Units may not be transferred, assigned, pledged or hypothecated except by will or applicable laws of descent and distribution. Upon the death of a participant, the Compensation Committee may determine, on or before the date of grant, that Performance Units will become partially or fully vested prior to the end of the performance period. However, such a determination will not change the date on which payment is made.

~~No Transferability of Awards~~

Awards granted under the 2020 Plan may not be transferred, assigned, pledged or hypothecated except by will or applicable laws of descent and distribution, provided that the Committee may determine that NSOs may be transferred to or for the benefit of members of a participant’s immediate family.

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~~Unrestricted Shares~~

~~Unrestricted Shares may also be granted at the discretion of the Compensation Committee. Except as required by applicable law, no payment will be required for Unrestricted Shares.~~

~~Tax Withholding~~

~~The Compensation Committee may require payment, or withhold payments made under the 2020 Plan, in order to satisfy applicable withholding tax requirements.~~

~~Effect of Change in Control~~

In the event a participant’s employment or service is terminated by L Brands other than for cause or without good reason during the 24-month period beginning on the date of a change in control, (i) Options and SARs granted to any participant which are not yet exercisable shall become fully exercisable, (ii) any restrictions applicable to any Restricted Shares and Restricted Share Units awarded to such participant shall be deemed to have been satisfied at target and the restricted period, if any, applicable to such Restricted Shares and Restricted Share Units held by such participant shall be deemed to have expired and (iii) any performance objectives applicable to any Performance Units awarded to such participant shall be deemed to have been satisfied at target and the performance period, if any, as applicable to such Performance Units held by such participant shall be deemed to have expired.

~~Term of the 2020 Plan~~

~~Unless earlier terminated by the Board, the 2020 Plan will terminate on May 14, 2030.~~

~~Clawback of Awards~~

The Compensation Committee may terminate without payment all outstanding awards under the 2020 Plan or claw back compensation paid out under the 2020 Plan if (1) required by applicable law or (2) (i) a participant engaged in fraudulent conduct or activities relating to the Company, (ii) a participant has knowledge of such conduct or activities, or (iii) a participant, based upon the participant’s position, duties or responsibilities, should have had knowledge of such conduct or activities.

~~Amendment and Termination~~

The Board may suspend, amend, modify or terminate the 2020 Plan; provided, however, that L Brands’ stockholders shall be required to approve any amendment that would constitute a “material revision” under applicable NYSE rules. Other than in connection with a corporate transaction involving the Company, the terms of outstanding awards may not be amended to reduce the exercise price of Options or SARs or cancel Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price less than the original Option or SAR without stockholder approval.

Awards granted prior to a termination of the 2020 Plan shall continue in accordance with their terms following such termination. No amendment, suspension or termination of the 2020 Plan shall adversely affect the rights of a participant in awards previously granted without such participant’s consent, except to the extent any such action is required by applicable law or stock exchange rules.

~~New Plan Benefits~~

Any awards granted under the 2020 Plan will be at the discretion of the Compensation Committee. Therefore, it is not possible at present to determine the amount or form of any award that will be available for grant to any individual during the term of the 2020 Plan or that would have been granted during the last fiscal year had the 2020 Plan been in effect.

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~~As an example, set forth below is a summary of the awards that were made in respect of fiscal 2019 pursuant to the 2015 Plan.~~

~~Name and Position~~	~~Options~~	~~Performance~~ ~~Units~~	~~Restricted Stock~~ ~~Units~~
~~Leslie H. Wexner~~ ~~Chairman of the Board, Chief Executive Officer~~	~~30,233~~⁽¹⁾	~~25,194~~⁽³⁾	~~15,116~~⁽⁵⁾
~~Stuart B. Burgdoerfer~~ ~~Executive Vice President, Chief Financial Officer~~	~~38,654~~⁽²⁾	~~32,212~~⁽⁴⁾	~~19,327~~⁽⁶⁾
~~Charles C. McGuigan~~ ~~Chief Operating Officer, Chief Executive Officer/President, Mast Global~~	~~55,834~~⁽²⁾	~~46,528~~⁽⁴⁾	~~27,917~~⁽⁶⁾
~~Shelley M. Milano~~ ~~Chief Human Resources Officer~~	~~38,654~~⁽²⁾	~~32,212~~⁽⁴⁾	~~19,327~~⁽⁶⁾
~~James L. Bersani~~ ~~President, Real Estate~~	~~34,359~~⁽²⁾	~~28,633~~⁽⁴⁾	~~17,180~~⁽⁶⁾
~~All Executive Officers as a Group~~	~~197,734~~	~~164,779~~	~~98,867~~
~~All Current Directors who are Not Executives Officers as a Group~~	0	0	0
~~All Associates Other than Executive Officers as a Group~~	~~321,727~~	0	~~3,897,598~~

~~(1)~~

Reflects Options granted on January 29, 2020, with an exercise price of $23.22 per share. Options vest ratably on each of the first three anniversaries of the grant date (i.e., January 29, 2021, January 29, 2022 and January 29, 2023).

~~(2)~~

Reflects Options granted on March 28, 2019, with an exercise price of $27.94 per share. Options vest ratably on each of the one-, two- and three-year anniversaries of the grant date (i.e., March 28, 2020, March 28, 2021 and March 28, 2022).

~~(3)~~

Reflects grants of performance-based RSUs granted on January 29, 2020. Subject to the achievement of the applicable performance conditions, the performance-based RSUs will vest on the three-year anniversary of the grant date (i.e., January 29, 2023).

~~(4)~~

Reflects grants of performance-based RSUs granted on March 28, 2019. Subject to the achievement of the applicable performance conditions, the performance-based RSUs will vest on the three-year anniversary of the grant date (i.e., March 28, 2022).

~~(5)~~

~~Reflects grants of time-based RSUs granted on January 29, 2020. The time-based RSUs will vest on the three-year anniversary of the grant date (i.e., January 29, 2023).~~

~~(6)~~

~~Reflects grants of time-based RSUs granted on March 28, 2019. The time-based RSUs will vest on the three-year anniversary of the grant date (i.e., March 28, 2022).~~

~~Equity Compensation Plan Information~~

~~The following table presents certain information with respect to our equity compensation plans as of February 1, 2020, as required by Item 201(d) of Regulation S-K under the Exchange Act.~~

Plan category

(a) Number of
securities to be issued
upon exercise of
outstanding options,
warrants and rights

(b) Weighted-average
exercise price of
outstanding options,
warrants and rights

(c) Number of securities
remaining available for
future issuance under
equity compensation
plan (excluding securities
reflected in column (a))
Equity compensation plans approved by security holders⁽¹⁾

14,341,674

$51.87⁽²⁾

5,326,219
Equity compensation plans not approved by security holders

—

—

—
Total

14,341,674

$51.87

5,326,219

~~(1)~~

Includes the following plans: L Brands, Inc. 2015 Stock Option and Performance Incentive Plan, L Brands, Inc. 2011 Stock Option and Performance Incentive Plan and L Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2009 Restatement). There are no shares remaining available for grant under the 2011 Plan or 1993 Plan.

~~(2)~~

~~Does not include outstanding rights to receive Common Stock upon the vesting of restricted share awards or settlement of deferred stock units.~~

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~~Federal Income Tax Consequences~~

~~Stock Options~~

There will be no federal income tax consequences to the participant or the Company upon the grant of either an ISO or an NSO under the 2020 Plan. Upon exercise of an NSO, a participant generally will recognize ordinary income in an amount equal to (i) the fair market value, on the date of exercise, of the acquired shares of Common Stock, less (ii) the exercise price of the NSO. Subject to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and the participant including such compensation in income or L Brands satisfying applicable reporting requirements, the Company will be entitled to a tax deduction in the same amount.

Upon the exercise of an ISO, a participant recognizes no immediate taxable income. Income recognition is deferred until the participant sells the shares of Common Stock. If the ISO is exercised no later than three months after the termination of a participant’s employment, and the participant does not dispose of the shares acquired pursuant to the exercise of the ISO within two years from the date the ISO was granted and within one year after the exercise of the ISO, the gain on the sale will be treated as long-term capital gain. Certain of these holding periods and employment requirements are liberalized in the event of a participant’s death or disability while employed by the Company. The Company is not entitled to any tax deduction with respect to the grant or exercise of ISOs, except that if the Common Stock is not held for the full term of the holding period outlined above, the gain on the sale of such Common Stock, being the lesser of: (i) the fair market value of the Common Stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price, will be taxed to the participant as ordinary income and, subject to Section 162(m) of the Code and the participant including such compensation in income and L Brands satisfying applicable reporting requirements, the Company will be entitled to a deduction in the same amount. The excess of the fair market value of the Common Stock acquired upon exercise of an ISO over the exercise price therefor constitutes a tax preference item for purposes of computing the “alternative minimum tax” under the Code.

~~Stock Appreciation Rights~~

There will be no federal income tax consequences to either the participant or the Company upon the grant of an SAR. However, the participant generally will recognize ordinary income upon the exercise of an SAR in an amount equal to the aggregate amount of cash and the fair market value of the shares of Common Stock received upon exercise. Subject to Section 162(m) of the Code and the participant including such compensation in income and the Company satisfying applicable reporting requirements, the Company will be entitled to a deduction equal to the amount includible in the participant’s income.

~~Restricted Shares~~

There will be no federal income tax consequences to either the participant or the Company upon the grant of Restricted Shares until expiration of the restricted period and the satisfaction of any other conditions applicable to the Restricted Shares. At that time, the participant generally will recognize taxable income equal to the then fair market value for the Common Stock and, subject to Section 162(m) of the Code and the participant including such compensation in income and the Company satisfying applicable reporting requirements, the Company will be entitled to a corresponding deduction.

~~Performance Units and Restricted Share Units~~

There will be no federal income tax consequences to the participant or the Company upon the grant of Performance Units or Restricted Share Units. Participants generally will recognize taxable income at the time when payment for the Performance Units or Restricted Share Units is received in an amount equal to the aggregate amount of cash and the fair market value of shares of Common Stock acquired. Subject to Section 162(m) of the Code and the participant including such compensation in income and the Company satisfying applicable reporting requirements, the Company will be entitled to a deduction equal to the amount includible in the participant’s income.

~~Unrestricted Shares~~

Participants generally will recognize taxable income at the time Unrestricted Shares are received. Subject to Section 162(m) of the Code and the participant including such compensation in income and L Brands satisfying applicable reporting requirements, the Company will be entitled to a deduction equal to the amount includible in the participant’s income.

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~~Special rules may apply to participants who are subject to Section 16 of the Exchange Act.~~

~~Required Vote~~

~~See “Information About the Annual Meeting and Voting—Vote Necessary to Approve Proposals” for a discussion of the vote required to adopt the 2020 Plan.~~

~~The Board of Directors Recommends a Vote FOR Approval of the 2020 Plan.~~

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~~PROPOSAL 6: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER~~
~~COMPENSATION~~

~~The Dodd-Frank Wall Street Reform and Consumer Protection Act~~ requires us to provide an advisory stockholder vote to approve the compensation of the Company’s ~~NEOs,~~named executive officers (“NEOs”), as such compensation is disclosed pursuant to the disclosure rules of the Commission. After the Company’s 2017 annual meeting, the Board determined to hold this advisory ~~“say-on-pay”~~“say-on-pay” vote every year. Accordingly, the Company is providing its stockholders with the opportunity to cast an advisory vote on the fiscal ~~2019~~2022 compensation of our NEOs as disclosed in this proxy statement, including the Compensation Discussion and Analysis (the “CD&A”), the compensation tables and other related narrative ~~executive compensation~~ disclosures.

Following the 2023 annual meeting of stockholders, we expect to conduct the next advisory vote at the Company’s 2024 annual meeting of stockholders subject to our review of the results of voting on the Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation (Item 4 on the Proxy Card).

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, ~~named in the 2019 Summary Compensation Table,~~ as disclosed pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and other related narrative ~~executive compensation~~ disclosures).”

We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee resulted in ~~CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:~~

~~On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down~~ ~~15%~~ ~~and adjusted operating income is down~~ ~~14%~~ ~~while actual CEO direct compensation is down~~ ~~20%~~.

~~On a three year basis (from January 27, 2017 through January 31, 2020) our stock price is down~~ ~~61%~~ ~~and adjusted operating income is down~~ ~~40%~~ ~~while actual CEO direct compensation is down~~ ~~79%~~.

~~On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down~~ ~~73%~~ ~~and adjusted operating income is down~~ ~~37%~~ ~~while actual CEO direct compensation is down~~ ~~87%~~.

~~CEO target and actual compensation for fiscal 2019 is near the lowest among our peers.~~

Although the advisory stockholder vote on executive compensation is non-binding, the ~~Compensation~~HCC Committee has considered and will continue to consider the outcome of the vote and feedback received from stockholders when making future compensation decisions for NEOs. In ~~2019, 98.7%~~2022, 95.7% of the shares voting on the proposal voted in favor of our executive compensation program.

Please refer to the CD&A for a detailed discussion of the Company’s executive compensation principles and practices and the fiscal ~~2019~~2022 compensation of our NEOs.

THERE IS ALIGNMENT BETWEEN OUR PERFORMANCE, OUR STOCKHOLDERS’ INTERESTS AND OUR NEOS’ PAY; THEREFORE, WE RECOMMEND THAT YOU VOTE “FOR” THIS PROPOSAL.

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation (Item 4 on the Proxy Card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires us to provide an advisory stockholder vote with respect to how often to present the advisory stockholder vote to approve the compensation of the Company’s NEOs (i.e., how often to present a proposal similar to the Advisory Vote to Approve Named Executive Officer Compensation (Item 3 on the Proxy Card)) at least every six years. We must solicit your advisory vote on whether to have the say-on-pay vote every 1, 2 or 3 years.

Accordingly, since our last advisory vote on the frequency of future advisory say-on-pay votes occurred in 2017 (when our Board recommended, and our stockholders approved, holding an annual say-on-pay vote), the Company is providing its stockholders with the opportunity to cast an advisory vote as to the appropriate frequency for the say-on-pay vote in 2023. Stockholders may vote as to whether the say-on-pay vote should occur every 1, 2 or 3 years, or may abstain from voting on the matter.

2023 Proxy Statement | Bath & Body Works, Inc. 29

The Company values the opinion of its stockholders and believes that an annual say-on-pay vote will best reinforce the Company’s desire to communicate with its stockholders by allowing the Company’s stockholders to regularly express a view on the Company’s compensation policies and practices.

Although, as an advisory vote, this proposal is not binding upon the Company or the Board, the HCC Committee, which is composed solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to the Company’s executive officers, will carefully consider the stockholder vote on this matter, along with all other expressions of stockholder views received on this matter. We expect the next say-on-pay frequency vote will occur at the 2029 annual meeting of stockholders.

WE RECOMMEND THAT YOU VOTE FOR “1 YEAR” FOR THE FREQUENCY OF FUTURE ADVISORY SAY-ON-PAY VOTES.

Compensation-related Matters


		Compensation Discussion and Analysis
		Compensation Discussion and Analysis

Executive Summary

We are a leading global omnichannel consumer products company focused on personal care and home fragrance. As one of the premier fragrance companies in the world, we deliver customers their favorite fragrances in multiple forms and categories with industry-leading speed and innovation that power our deep customer connections. Our highly differentiated business model, including our predominantly domestic supply chain, and strong relationships with our vendor partners and fragrance houses, enable us to continually deliver newness and meet the demands of our omnichannel customers and changing macro trends with speed and agility. Bath & Body Works is a world-class brand with a passionate and loyal customer base, of which approximately 36 million have joined our loyalty program. With top brand awareness in our industry, a loyal customer base and a history of superior growth, we believe we are well-positioned to further enhance our omnichannel model, profitably grow our business in North America and globally and create superior long-term value for our shareholders.

We delivered strong financial results in fiscal 2022, our first full year as a standalone Company. Following the separation of Bath & Body Works and Victoria’s Secret & Co. in August 2021, we built on the past two years of extraordinary growth, performing significantly above pre-pandemic levels, which we believe indicates a solid growth opportunity moving forward.

Our short-term incentive program payout aligns with our financial and strategic performance. Consistent with our performance results during the Spring season that fell below rigorous performance thresholds, our NEOs received no short-term incentive program payout for the Spring season. The short-term incentive program for the Fall season paid out above target for NEOs who continued through the fiscal year, reflective of the strong bottom-line performance results for the Fall season, driven by the leadership team’s focus on innovation and newness, optimization and vertical integration of the supply chain to chase into products with strong customer demand, as well as aggressive cost control and improvement in overall efficiencies.

A substantial portion of the long-term equity incentives granted to NEOs in fiscal 2022 was performance-based. Performance share units (“PSUs”) can be realized only if our NEOs meet challenging performance requirements, including rigorous performance metrics that provide incentive for a balance of growth and profitability, support the strategic direction of the Company and ensure alignment with the interests of our stockholders.

We successfully completed the Chief Executive Officer transition at the end of 2022. Ms. Boswell brings more than 30 years of experience, including beauty and personal care leadership roles at global companies. Her hiring incentives are aligned with the arrangements common in the highly competitive market for top talent and were designed to incent her to accept the offer with the Company, while creating an immediate alignment with the long-term interests of our stockholders. Her annual target compensation package is competitive and balanced, with a reasonable base salary and a pay mix that emphasizes pay-for-performance.

The HCC Committee focused on retaining key NEOs to ensure continuity and cohesiveness of the leadership team. To help ensure the long-term health of our business and the preservation of stockholder value during the Chief Executive Officer transition, the HCC Committee approved one-time cash and PSU awards for our NEOs that were designed to ensure their continued retention and to have a strong focus on incenting long-term shareholder value creation.

30 Bath & Body Works, Inc. | 2023 Proxy Statement

The Board approved a one-time restricted stock unit (“RSU”) award to Ms. Nash in recognition of Ms. Nash’s unparalleled leadership and support during a transformational period for the Company that culminated in a successful spin-off transaction, positioning the Company as a profitable and growing standalone company. Ms. Nash provided exceptional leadership and support to the Company since assuming the role of Board Chair in May 2020, including leading the Company through multiple Chief Executive Officer transitions, taking decisive actions to control costs, providing critical oversight over, and leading, the successful Shareholder Derivative Settlement (as defined below) and leading the process that culminated in the successful spin-off of Victoria’s Secret & Co. From May 14, 2020, when Ms. Nash assumed the role of Board Chair, through March 10, 2022, the grant date for Ms. Nash’s RSU award, the Company delivered total shareholder returns of approximately 467% (assuming reinvestment of dividends and adjusted to give effect to the Victoria’s Secret & Co. spin-off). The Board believes that Ms. Nash has been, and will continue to be, vital to the Company’s successful transformation and that her retention over the next several years is critically important to the interests of our stockholders. In approving the award (which vests in approximately equal annual installments over three years), the Board considered, in consultation with the HCC Committee’s independent compensation consultant, one-time grants provided to leaders of companies undergoing strategic transformations or transactions, as well as unique or extenuating circumstances to recognize expansion of responsibilities in transformative periods. The Board also considered the appropriateness of a time-vested award, based on the expectation that Ms. Nash would return to being a non-executive director following her interim service, which re-commenced at the beginning of fiscal 2023. The Board believes that the award was a prudent action to help ensure Ms. Nash’s continued retention as well as to provide stability of the Company’s leadership team during the transition to a new Chief Executive Officer.

We expect our executive compensation program to normalize in 2023 and remain committed to aligning executive compensation with performance and making decisions that drive our business goals and serve both the short- and long-term interests of our stockholders.

We believe that our corporate governance principles reflect best practices to promote our stockholders’ interests:

What We Do

✓ We align our NEO pay with performance and grant incentive awards based on actual results and achievements.

✓ We maintain a robust clawback policy as described under the heading “—Compensation Governance—Recovery of Compensation.”

✓ The HCC Committee has engaged an independent compensation consultant that is free of conflicts of interest to advise on compensation-related matters.

✓ We maintain robust stock ownership guidelines for our NEOs and directors. See a description of these guidelines under the headings “—Compensation Governance—Executive Officer Stock Ownership Guidelines” and “Corporate Governance—Fiscal 2022 Director Compensation.”

✓ Our equity incentive plan requires a minimum vesting period of at least one year for all awards, subject to certain exceptions.

✓ We use appropriate peer group comparisons when determining compensation.

✓ We mitigate undue business risk in compensation programs and perform an annual compensation risk assessment.

What We Don’t Do

_× No tax gross-ups for NEOs to cover excise taxes under Section 4999 of the Internal Revenue Code (the “Code”).

_× No hedging and short-selling of Company securities under our insider trading policy.

_× No pledging of Company stock without advance approval by our Chief Legal Officer. None of the Company’s stock held by our NEOs or Board members is pledged.

_× No re-pricing of stock options without stockholder approval.

_× No single-trigger vesting of non-Board member equity awards upon a change in control.

_× No payments of dividends on unearned awards.

2023 Proxy Statement | Bath & Body Works, Inc. 31

Fiscal 2022 Financial and Business Overview

Fiscal 2022 was our first full year as a standalone company following the separation of Bath & Body Works and Victoria’s Secret & Co. in August 2021. During the year, we built on the past two years of extraordinary growth, performing significantly above pre-pandemic levels. We effectively navigated both a challenging macroeconomic environment, including significant inflationary pressure, which negatively impacted our cost structure and customer spending, as well as a simultaneous leadership transition as our Board conducted a comprehensive search for our new Chief Executive Officer.

The strong momentum that we experienced during the pandemic normalized during fiscal 2022. While our net sales and net income from continuing operations for the year reflect decreases from fiscal 2021 when demand for our products was atypically high due to the COVID-19 pandemic, both net sales and net income from continuing operations remain significantly above pre-pandemic levels (fiscal 2019). We believe that viewing our strong performance on a more normalized basis (by comparing fiscal 2022 and 2019 performance) more accurately reflects the significant growth and long-term health of our business.

We achieved the following financial results during fiscal 2022:

Net income from continuing operations per diluted share of $3.40 compared to $3.94 in 2021 and $1.65 in 2019.

~~Board Recommendation~~

Net sales from continuing operations decreased compared to 2021 by $322 million to $7.560 billion, representing a 4% decline from 2021 but a 40% increase from 2019.

~~Mr. Wexner’s total compensation~~

Operating income decreased compared to 2021 by $633 million to $1.376 billion, representing a 32% decline from 2021 but a 32% increase from 2019.

•

Adjusted operating income⁽¹⁾ decreased compared to 2021 by $643 million to $1.376 billion.

LOGO

(1)

Adjusted operating income is a non-GAAP financial measure that reflects the Company’s operating income excluding certain special items. Attached as Appendix A are reconciliations of the Company’s fiscal 2022, 2021, 2020 and 2019 adjusted operating income to the Company’s fiscal 2022, 2021, 2020 and 2019 GAAP operating income, as well as other important disclosures regarding non-GAAP financial measures. For fiscal 2022 and fiscal 2019, we did not make any adjustments to operating income; therefore, for fiscal 2022 and fiscal 2019, was $3.8 million, which is well below the median of our peers. In addition, 2020 target pay is 37% below the median. In summary, there is alignment between our performance, our stockholders’ interests and our CEO’s pay.

~~The Board recommends a vote FOR this proposal.~~

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~~COMPENSATION-RELATED MATTERS~~

~~Compensation Discussion and Analysis~~

~~Executive Summary~~

We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. As illustrated by the chart below, these actions by the Compensation Committee, resulted in ~~CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:~~

•	~~On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down~~ ~~15%~~ ~~and~~ adjusted operating income is ~~down~~ ~~14%~~ ~~while actual CEO direct compensation is down~~ ~~20%~~.
•	~~On a three year basis (from January 27, 2017~~equal to ~~January 31, 2020)~~ our ~~stock price is down~~ ~~61%~~fiscal 2022 and ~~adjusted~~fiscal 2019 GAAP operating income, ~~is down~~ ~~40%~~ ~~while actual CEO direct compensation is down~~ ~~79%~~.
•	~~On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down~~ ~~73%~~ ~~and adjusted operating income is down~~ ~~37%~~ ~~while actual CEO direct compensation is down~~ ~~87%~~.

CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.

		respectively.

(2)	The Total Shareholder Return chart represents $100 invested in Company stock at the closing price on February 2, 2019, including reinvestment of dividends. Stock prices prior to August 3, 2021, have been adjusted to give effect to the Victoria’s Secret & Co. spin-off.

During fiscal 2022, our leadership team was keenly focused on aggressively controlling costs and improving efficiencies while accelerating investments in the business to drive our long-term growth and profitability and enhance stockholder value. Specifically, our leadership team took, among several actions in 2022, the following initiatives to ensure the long-term success of our business:

Leveraged agility in our unique vertically integrated and predominantly domestic supply chain, effectively managing inventory, responding to customer preferences and chasing our best performing products.

27

Successfully launched our loyalty program nationwide, achieving industry-leading speed in customer adoption of the program and approximately 36 million members as of the mailing date of this proxy statement.

Expanded our buy online-pick up in store (“BOPIS”) option to over 800 more Company-operated stores, ending fiscal 2022 with BOPIS capabilities in more than 1,300 stores.

~~TABLE OF CONTENTS~~Completed the construction of our first direct channel fulfillment distribution center, which we expect will provide us with additional capacity for our direct channel and enhanced fulfillment capabilities for our business.

~~Fiscal 2019 Overview~~

~~Financial performance in 2019 was below~~

Accelerated our ~~expectations. Operating income declined while~~information technology separation from Victoria’s Secret & Co. to support our long-term growth ~~across our brands was mixed as growth at~~ and profitability.

32 Bath & Body Works, Inc. | 2023 Proxy Statement

Named Executive Officers

Our success is built on the leadership of our executive team with significant industry experience. Our fiscal 2022 NEOs are as follows:


NAMED EXECUTIVE OFFICER		TITLE

Gina R. Boswell		Chief Executive Officer

Wendy C. Arlin		Chief Financial Officer

Julie B. Rosen		President, Retail

Deon N. Riley		Chief Human Resources Officer

Michael C. Wu		Chief Legal Officer and Corporate Secretary

Sarah E. Nash		Former Executive Chair and Interim Chief Executive Officer

Andrew M. Meslow		Former Chief Executive Officer

Leadership Transition

In February 2022, Mr. Meslow unexpectedly announced that he would be stepping down as our Chief Executive Officer and as a member of our Board due to health reasons, effective as of May 12, 2022. In connection with this announcement and to facilitate a smooth transition while the Board searched for a permanent replacement for Mr. Meslow, the Board appointed Ms. Nash to serve as Executive Chair, effective as of February 22, 2022, and as Interim Chief Executive Officer, effective upon Mr. Meslow’s departure.

Ms. Nash played an instrumental role in leading the Company’s strategy and delivering robust financial results during this transformational period by controlling costs, improving efficiencies and accelerating investments to drive long-term growth and profitability. In the Company’s first full year as a standalone company, Ms. Nash was able to facilitate a smooth Chief Executive Officer transition and provide exceptional leadership, including launching the loyalty program nationwide, strengthening the Company’s omnichannel platform with the roll-out of BOPIS capabilities to over 800 additional stores, improving store productivity with the closure of 48 principally mall stores and opening of 95 off-mall North American locations, expanding market share across our three major categories and investing in technology as a standalone infrastructure.

Effective as of December 1, 2022, after a comprehensive search for a seasoned leader to build on and accelerate the Company’s position as a global omnichannel home, personal care and fragrance brand, the Board appointed Ms. Boswell as our Chief Executive Officer and a member of the Board. Ms. Boswell has more than ~~offset by declines~~30 years of experience, including beauty and personal care leadership roles at ~~Victoria’s Secret.~~

Atglobal companies. She brings deep expertise in sales, marketing, brand-building, and business development and strategy, along with strong operational experience and a demonstrated track record of delivering successful business outcomes, both domestically and internationally.

In connection with Ms. Boswell’s appointment, Ms. Nash stepped down as Interim Chief Executive Officer on December 1, 2022, but continued to serve as Executive Chair until the end of fiscal 2022. Effective as of January 29, 2023, Ms. Nash transitioned from her role as Executive Chair to become the non-executive Chair of the Board.

Chief Financial Officer Transition

On April 6, 2023, the Company announced that Ms. Arlin will cease serving as Chief Financial Officer effective July 29, 2023, or such earlier date on which her successor commences employment with the Company (the “Transition Date”). The Company has initiated a search to identify the Company’s next Chief Financial Officer. If the Transition Date occurs before July 29, 2023, Ms. Arlin is expected to remain a Company associate through July 29, 2023 (the “Separation Date”), and be available to provide transition services in connection with the appointment of a new Chief Financial Officer. Subject to Ms. Arlin’s continued employment in good standing through the Separation Date, on such date Ms. Arlin’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 and the executive retention agreement between the Company and Ms. Arlin, each 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. Arlin.

2023 Proxy Statement | Bath & Body Works, ~~an aligned, experienced leadership team~~Inc. 33

Stockholder Advisory Vote and ~~strong customer response to~~Stockholder Engagement

At our ~~merchandise assortments, driven by a close connection to our customers and a fast and agile supply chain, resulted in another record year, on top~~2022 annual meeting of a record 2018. In 2019, Bath & Body Works’ comparable sales increased 10% and operating income increased 11%. Sales in the digital channel increased 32%. We ended the year with more than 800 newly remodeled stores, which include the White Barn store design. These stores present a new, compelling store experience for the brand and customers alike, driving sales growth.

Victoria’s Secret underperformed in 2019 due to a poor assortment which reduced traffic and resulted in increased promotion that negatively impacted margin rates. Our team is working hard to improve the assortment. Victoria’s Secret segment comparable sales declined 7% for the year, and adjusted operating income decreased significantly.

In Victoria’s Secret Lingerie (“VSL”), comparable sales declined in the high-single digit range in 2019, and the merchandise margin rate declined significantly. John Mehas joined the business in mid-February 2019 as the new CEO for Victoria’s Secret Lingerie. John is an experienced and talented fashion merchant leader, and he is focused on getting close to our customers and improving the merchandise assortment.

PINK comparable sales declined in the low-double digit range in 2019, and the merchandise margin rate declined significantly. Amy Hauk moved from Bath & Body Works to join PINK as CEO late in 2018. Growth in bras and panties was more than offset by a decline in apparel, particularly in tops. Amy and her team are focused on making adjustments to the merchandise assortment to emphasize merchandise to which our customers are responding positively.

~~Victoria’s Secret Beauty had a good year and a solid holiday performance, with positive low-single digit comparable sales and an improvement in the merchandise margin rate.~~

Outside North America, we opened 59 net new stores in 2019, ending the year with 812 stores. Revenue in our international segment was flat in 2019 compared to last year, but adjusted operating income increased, driven by growth in our Bath & Body Works franchise business.

~~Pay for Performance~~

At L Brands, we recognize that our business is the ultimate change business. Our focus is on speed and agility, responding to change. Our compensation program reflects this philosophy, rewarding strong performance and significantly reducing compensation when performance does not meet our high expectations.

The Compensation Committee oversees our compensation program, ensuring that pay is aligned with performance. Over the last four years, CEO compensation has decreased significantly following performance that was challenged by changes intended to simplify the business and accelerate growth.

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~~TABLE OF CONTENTS~~

The following chart illustrates how CEO compensation has aligned with performance. Over the last five years, CEO compensation has decreased significantly in line with the decline in total shareholder return:

The significant decrease in CEO compensation for fiscal 2019 resulted in CEO compensation that was significantly below the 25th percentile of our peer group (discussed below under the heading “Compensation Comparison”):

~~While these charts show how the compensation paid to Mr. Wexner, our CEO, by the Company aligns with performance, it is also important to note that Mr. Wexner is the beneficial owner of 17.40%~~stockholders, 95.7% of the ~~Common Stock. Accordingly, his personal wealth is tied directly to our stock price performance, which provides direct alignment with stockholder interests.~~

~~Stockholder Advisory Vote~~

~~In 2019, 98.7% of our stockholders~~shares voted were voted in favor of our executive compensation program. As part of our ongoing shareholder engagement program, in fiscal 2022, we met with approximately 55 of our stockholders representing more than 60% of our shares outstanding as of December 31, 2022. The ~~Compensation~~HCC Committee carefully considers this advisory vote and other stockholder feedback and discusses our executive compensation program and the voting results with Willis Towers Watson, the HCC Committee’s independent compensation consultant, including when making compensation decisions for ~~NEOs. We have a policy of robust engagement with stockholders, with continuing outreach to and dialogue with~~ our ~~major investors on a range of issues, including executive compensation matters.~~ NEOs.

As indicated by the ~~high-level~~high level of support for our executive compensation program in ~~2019,~~2022, the feedback from our stockholders received in ~~2019~~our 2022 meetings regarding our executive compensation program and compensation decisions made in 2021 indicated understanding and support for our compensation design outcomes.

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The Company reviewed its long-term compensation practices considering market practice and stockholder interests. As a result, the Compensation Committee redesigned the long-term performance-based equity incentive program, making changes to more closely align the program with policies that are deemed best practices (such as multiple performance metrics and performance period of three years). The key features of the re-designed program are as follows:
•	~~Long-term equity incentives were granted as a mix of 50% performance stock units (“PSUs”), 30% time-vested restricted stock units (“RSUs”) and 20% stock options.~~
•	~~PSUs are subject to achievement of two metrics – revenue growth and operating income as a percent of sales, each relative to our peer group and weighted equally at 50%.~~
•	~~Performance will be evaluated based on a scale, and payout will be interpolated between threshold, target and maximum:~~
	•	~~Payout at threshold performance is 50% and is set at the 30th percentile of our peer group.~~
	•	~~Payout at target performance is 100% and is set at the 50th percentile of our peer group.~~
	•	~~Payout at maximum performance is 150% and is set at the 80th percentile of our peer group.~~
•	~~The performance period for both metrics is three years, and 100% of both RSUs and PSUs vest after three years.~~

~~We continue the following compensation practices in accordance~~The HCC Committee is committed to continued engagement with our ~~corporate governance principles~~stockholders to understand their viewpoints and ~~in response~~ to ~~stockholder~~discuss and ~~advisory firm feedback:~~

~~No tax gross-ups for NEOs upon a change in control.~~

~~“No hedging” policy governing stock trading.~~

~~Adopted a policy that discourages pledging of Company stock~~demonstrate the important connection between our executive compensation program and ~~requires advance approval by~~ our ~~General Counsel.~~

~~None of the Company’s stock held by our NEOs or Board members is pledged.~~

~~No re-pricing of stock options without stockholder approval.~~

~~Double trigger vesting of equity awards upon a change in control.~~

~~Clawback policy as described under “—Compensation Governance—Recovery of Compensation.”~~

~~Stock ownership guidelines set at five times base salary for our CEO~~business strategy, goals and ~~three times base salary for other NEOs. Members of our Board must maintain ownership of at least the number of shares of Common Stock received as Board compensation over the previous four years.~~

~~Stock plan that requires a vesting period of at least one year.~~

~~Conclusion~~

~~Executive Summary~~

	We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee, resulted in ~~CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:~~

	•			~~On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down~~ ~~15%~~ ~~and adjusted operating income is down~~ ~~14%~~ ~~while actual CEO direct compensation is down~~ ~~20%~~.
	•			~~On a three year basis (from January 27, 2017 to January 31, 2020) our stock price is down~~ ~~61%~~ ~~and adjusted operating income is down~~ ~~40%~~ ~~while actual CEO direct compensation is down~~ ~~79%~~.
	•			~~On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down~~ ~~73%~~ ~~and adjusted operating income is down~~ ~~37%~~ ~~while actual CEO direct compensation is down~~ ~~87%~~.

	CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.

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performance.

~~TABLE OF CONTENTS~~

Executive Compensation Philosophy

Guiding Principles

The ~~Compensation~~HCC Committee ~~has built~~oversees an executive compensation program based on the following clear and purposeful guiding principles:

	~~Compensation Component~~			~~Our Principles~~
COMPENSATION COMPONENT		OUR PRINCIPLES

Pay Level			•		Attract and retain superior leaders in a highly competitive market for talent.
	•			Pay competitively and equitably.
	•			Recognize depth and scope of accountability and complexity of responsibility.

Pay Mix			•		Emphasize performance-contingent, long-term equity-based compensation over fixed compensation.

Pay for Performance			•		Recognize and reward enterprise ~~brand~~ and individual performance.
	•			~~Align~~ Utilize performance metrics that closely align executives’ interests with stockholders’ interests.
	•			Require ~~executives~~NEOs to own a significant amount of our Common Stock.
	•			Set Spring and Fall season goals that reflect the seasonal nature of our business and ~~incentivize~~incent goal achievement in each season.
	•			Create long-term stockholder value through regular achievement of short-term goals while pursuing our longer-term ~~strategy of~~ growth ~~in North America and internationally.~~
	strategy. •			Retain and ~~incentivize~~incent high-performers through long-term equity incentive awards.

Connecting Pay and Performance

~~Two~~

There are two key elements of our ~~program’s~~executive compensation program design that connect pay to performance. First, our incentive goals are designed to challenge our NEOs to achieve a high level of performance to earn incentives at ~~target.~~target levels. When our NEOs ~~hit~~meet and exceed, or fall short of, these goals, we compensate them accordingly.

Second, to further connect ~~NEOs’~~executive pay to performance and stockholder interests, we employ a pay mix philosophy that places greater emphasis on performance-based ~~and equity~~incentive compensation over non-performance-basedbase ~~salary.~~ salary and RSUs.

34 Bath & Body Works, Inc. | 2023 Proxy Statement

The following charts illustrate ~~our~~the pay mix philosophy ~~which consists~~ of our normal, ongoing executive compensation program, showing a ~~lower~~higher percentage of ~~base salary compared~~performance-based incentive compensation. Given our Chief Executive Officer transition in fiscal 2022, and Ms. Boswell’s start date of December 1, 2022, we present Ms. Boswell’s target pay mix for fiscal 2023, as the compensation paid to ~~performance-based pay at target.~~

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~~TABLE OF CONTENTS~~

~~To assess whether~~individuals serving as our Chief Executive Officer in fiscal 2022 (including for the ~~Company’s compensation program reflects~~stub-year period for Ms. Boswell) does not reflect our financial results as designed, the Compensation Committee’s independent compensation consultant, Willis Towers Watson, tested the alignment of pay delivered over multiple timeframes relative to our peer group with performance measured by specific metrics that are important to our Company and its stockholders.

~~Based on this analysis, Willis Towers Watson and the Compensation Committee concluded that our CEO compensation is aligned with performance and that the~~normal, ongoing executive compensation ~~program’s design responds to changes in our business and results.~~

program. For additional details regarding Ms. Boswell’s target compensation for fiscal 2023, see “—Compensation for NEOs—Chief Executive Officer Fiscal 2023 Target Pay” below.

LOGO

Compensation Comparison

We ~~compare~~review our NEO compensation ~~with~~against publicly available data on executive ~~compensation.~~

~~We define~~compensation, including compensation paid by a group of peer companies, to evaluate the competitiveness of our compensation levels, establish an appropriate mix of our NEO compensation elements and ensure we are properly attracting, retaining and incenting highly talented executives who are critical to executing our strategy and business plan.

The HCC Committee selects our peer group used for compensation comparisons (the “Compensation Peer Group”) in consultation with the ~~help of Willis Towers Watson,~~HCC Committee’s independent compensation consultant and with consideration for companies considered to be peers by certain proxy advisory firms, to generally ~~include:~~

include a balanced mix of the following criteria:

Businesses that are ~~generally~~ similar ~~to the Company~~ in size and scope (using criteria such as total revenue, market capitalization, global ~~locations,~~footprint, business and/or merchandise ~~focus;~~focus);

Retailers that compete with ~~the Company~~us for executive talent; and

~~Specialty and department store retailers; and~~

Companies with ~~brands that have emotional content.~~similar talent and business model characteristics.

2023 Proxy Statement | Bath & Body Works, Inc. 35

We review our peer group annually and, ~~did not make any~~in 2022, removed Big Lots, Inc. and Revlon Inc. and added Signet Jewelers Limited. These changes ~~in 2019. Our~~were made to recalibrate the peer group ~~consists~~with companies that more closely align with our business model and merchandise focus. Following this review, our Compensation Peer Group consisted of the following ~~companies:~~

companies for fiscal 2022:



Abercrombie & Fitch Co.	Gap Inc.	~~J. C. Penney Company,~~	The Estée Lauder Companies Inc.			~~Ross Stores, Inc.~~

American Eagle Outfitters, Inc.	lululemon athletica inc.	~~Kohl’s Corporation~~			~~Starbucks Corporation~~ Tractor Supply Company
~~Avon Products, Inc.~~				~~Macy’s, Inc.~~			~~Tapestry Inc.~~
~~Bed Bath & Beyond~~ Burlington Stores, Inc.	Newell Brands Inc.	~~NIKE,~~	Ulta Beauty, Inc.			~~The TJX Companies, Inc.~~
~~The Estee Lauder Companies Inc.~~				~~Nordstrom, Inc.~~			~~Williams-Sonoma, Inc.~~
~~The Gap,~~ Coty Inc.		Ralph Lauren Corporation		Victoria’s Secret & Co.

DICK’S Sporting Goods, Inc.	Sally Beauty Holdings, Inc.		Williams-Sonoma, Inc.

Foot Locker, Inc.	Signet Jewelers Limited

We do not specifically set our NEOs’ compensation against our ~~peer group.~~Compensation Peer Group. Instead, we consider peer group comparisons provided by Willis Towers Watson as one of several factors in applying our pay philosophy and setting the pay of our NEOs. ~~Our~~The peer group is used ~~by Willis Towers Watson,~~to evaluate performance under our PSUs (the “Performance Peer Group”) granted to our NEOs in the first half of fiscal 2022, including the Retention PSU Awards (as defined under the heading “—Compensation for NEOs—Compensation Components—2022 Retention Program” below), reflects the Compensation ~~Committee’s independent compensation consultant, to analyze~~Peer Group before the ~~effectiveness~~changes noted above. A description of ~~our compensation program at delivering pay~~the Performance Peer Group is included under the heading “—Compensation for ~~performance on a relative basis.~~

~~Stock Ownership Guidelines~~

~~The~~ NEOs—Compensation Committee encourages Common Stock ownership by our NEOs through stock ownership guidelines which promote a long-term focus on performance, discourage inappropriate risk-taking and align the interests of our NEOs with those of our stockholders. Stock ownership guidelines can be met through direct or beneficial ownership of Common Stock, including Common Stock held under our stock and retirement plans.

Our CEO is required to maintain ownership of Common Stock with a value of five times his base salary. As the beneficial owner of 48,121,098 shares of Common Stock (17.40% of shares outstanding), Mr. Wexner’s stock ownership far exceeds this minimum requirement.

Other NEOs are required to maintain beneficial ownership of Common Stock with a value of three times the NEO’s base salary within five years of becoming subject to the ownership guideline. All of our NEOs are in compliance with this guideline.

Members of our Board must maintain ownership of at least the number of shares of Common Stock received as Board compensation over the previous four years. All members of our Board are in compliance with this policy.

32

Components—Long-Term Equity Compensation—Performance Share Units.”

~~TABLE OF CONTENTS~~

Compensation for NEOs

Compensation Setting Process

The ~~Compensation~~HCC Committee makes all decisions regarding ~~Mr. Wexner’s~~Chief Executive Officer compensation with advisory input from Willis Towers Watson. Our Chief Executive Officer recommends, and ~~Mr. Wexner makes~~the HCC Committee approves, compensation ~~recommendations for the other NEOs. The Compensation Committee oversees the evaluation process and compensation structure~~ for the other NEOs, including all grants of stock awards to our NEOs. In making compensation decisions for our NEOs, the HCC Committee takes into consideration input, recommendations and ~~approves all NEO stock awards.~~

market-based analyses provided by both management and Willis Towers Watson. Target compensation for the NEOs is reviewed annually and is designed to reward historical performance, ~~incentivize~~incent future performance and be competitive with the external market for talent. ~~The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.~~

Compensation Components

The three principal elements of our executive compensation programs are base salary, short-term performance-based ~~cash~~ incentive compensation and long-term ~~performance-based~~ equity incentive compensation. Each NEO’s base salary is set considering ~~the~~multiple factors ~~below and~~described below. For fiscal 2022, all of our NEOs ~~including~~(other than Mses. Boswell and Nash with respect to our ~~CEO, participate~~long-term equity incentive compensation program for the reasons discussed below) participated in the same short-term performance-based ~~cash~~ incentive ~~compensation. The size~~compensation program and ~~grant timing of~~ long-term ~~performance-based~~ equity incentive compensation ~~for~~program. The Company also provides our ~~CEO is different from the other~~ NEOs ~~but the other key terms of the award are the same, including vesting~~with health and ~~performance requirements. Other elements of compensation that may be paid to NEOs include~~welfare benefits, retirement ~~and other post-employment~~ benefits and ~~perquisites. Our CEO is not eligible for post-employment benefits under~~ a ~~severance or change in control agreement.~~limited set of perquisites. Additional information about each of these compensation components is provided below.

Base Salary

The following factors are considered in determining any base salary ~~adjustments:~~

adjustments for our NEOs:

Scope and responsibility of the ~~NEO’s position;~~NEOs’ positions;

Achievement of seasonal and annual business goals;

Level of overall compensation paid by competitors for comparable positions;

Recruitment, retention and development of leadership talent; and

~~The Company’s challenging expectations for future growth; and~~

The appropriate balancing of our NEOs’ base ~~salary~~salaries against their incentive compensation.

36 Bath & Body Works, Inc. | 2023 Proxy Statement

~~Mr. Wexner’s base salary decreased 10% in fiscal 2019~~

Based on ~~top of a decrease of 50% in fiscal 2018. Minimal or no changes were made to the~~these factors, our NEOs’ base salaries ~~of the other NEOs. Mr. Burgdoerfer and Mr. McGuigan have not received a~~were adjusted during fiscal 2022 as follows:


NAMED EXECUTIVE OFFICER⁽¹⁾	2021 BASE SALARY ($)		2022 BASE SALARY ($)		% INCREASE

Ms . Boswell		N/A		1,500,000		N/A

Ms . Arlin		750,000		800,000		6.7%

Ms . Rosen		870,000		1,000,000		14.9%

Ms . Riley		760,000		800,000		5.3%

Mr. Wu		675,000		725,000		7.4%

(1)

In fiscal 2022, Mr. Meslow’s annual base salary for 2022 was $1,350,000, which was unchanged from fiscal 2021. Upon stepping in as an interim executive officer, Ms. Nash received an annual base salary of $1,000,000 while she served as Executive Chair from February 22, 2022, through May 11, 2022. Upon assuming the role of Interim Chief Executive Officer, her annual base salary increased to $1,350,000.

Ms. Arlin’s base salary increase ~~since 2016.~~

NEO

2019 Base
Salary ($)

2018 Base
Salary ($)

Increase
(%)
Mr. Wexner

900,000

1,000,000

-10.0%
Mr. Burgdoerfer

900,000

900,000

0.0%
Mr. McGuigan

1,300,000

1,300,000

0.0%
Ms. Milano

900,000

900,000

0.0%
Mr. Bersani

800,000

770,000

3.9%

~~Short-Term Performance-Based~~recognizes her expanded scope of responsibility following the leadership realignment, including the additions of information technology and real estate oversight responsibilities. Ms. Rosen’s base salary increase was also made in recognition of the significant expansion of her responsibilities, including additional oversight over stores, digital, e-commerce, international, planning and operations and store design and construction. Ms. Riley’s increase recognizes the criticality of her focus on culture and associate engagement during this time of leadership transition, along with her ongoing support for the Company’s diversity, equity and inclusion initiatives. Mr. Wu’s increase recognizes the importance of his focus on corporate governance, structure and compliance during the formative stage of the Company being established as a standalone public company and leading, along with Ms. Riley, the implementation of measures agreed to as part of the settlement resolving all stockholder derivative lawsuits filed in 2020 and 2021 in the United States District Court for the Southern District of Ohio and the Delaware Court of Chancery, respectively, alleging, among other things, breaches of fiduciary duty through asserted violations of law and failures to monitor workplace conduct (the “Shareholder Derivative Settlement”).

Short-term Performance-based Incentive Compensation

Short-term performance-based incentive compensation, if earned, is paid in cash pursuant to the Company’s 2015 Cash Incentive Compensation

Performance Plan (as amended, the “2015 ICPP”). This ~~program~~compensation component focuses on achievement of six-month goals, reflecting ~~the seasonal nature of~~ our ~~business and the fact that achievement of our short-term goals season after season creates long-term value for our stockholders.~~

~~Our operations consist of~~ two ~~principal~~ selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). The Fall ~~including the~~season, which includes holiday ~~season,~~sales, is weighted more heavily at 60% because of its importance to our profitability.

~~Short-term performance-based cash incentive compensation targets are set at a percentage~~ The use of ~~base salary with~~two six-month performance periods in our plan design reflects our belief that achievement of our short-term goals season after season creates long-term value for our stockholders.

The pre-established, objective financial goal for the ~~amount earned ranging from zero to double~~Spring and Fall seasons of fiscal 2022 was the ~~target incentive, based on the extent to which financial goals are achieved or exceeded.~~

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The financial incentive provided by the short-term performance-based incentive compensation plan is a key component in driving the performance of the Company. For fiscal 2019, our NEOs’ focus on maximizing operating income was especially important given strategic initiatives that were expected to put pressure onCompany’s adjusted operating income. ~~Accordingly, target percentages for each of the NEOs were increased to incent future performance and place further emphasis on the performance-based component of their compensation package:~~

NEO

Fiscal 2019
Target

Fiscal 2018
Target
Mr. Wexner

167%

150%
Mr. Burgdoerfer

180%

170%
Mr. McGuigan

180%

170%
Ms. Milano

130%

120%
Mr. Bersani

140%

130%

~~While the target percent for Mr. Wexner increased, the increase is the result of the decrease in his base salary.~~ The ~~dollar target for fiscal 2019 remained unchanged from fiscal 2018 at $1,500,000 and his total cash compensation at target is down 4%.~~

~~The pre-established, objective financial goals for fiscal 2019 were based solely on~~HCC Committee used adjusted operating income ~~subject to adjustment for extraordinary items pursuant to the 2015 Incentive Compensation Performance Plan (the “2015 ICPP”) and approved by the Compensation Committee. Operating income is used~~ because it is a performance measure over which executives can have significant impact and is also directly linked to the Company’s long-term growth plan and performance that drives stockholder value. ~~When evaluating~~The HCC Committee sets the adjusted operating income goals ~~the Compensation Committee compares the increase in operating income relative to the change in the incentive payments to associates at target.~~

~~Operating income goals are set~~ at the beginning of each six-month season based ~~on:~~

Anon an analysis of historical ~~performance;~~

~~Income goals for that brand;~~

~~Financial~~performance, the overall economic environment including financial results of other comparable ~~businesses;~~businesses and

~~Progress~~ progress toward achieving our strategic plan.

~~Short-term~~

The HCC Committee carefully considered the Spring and Fall season goals in order to ensure that our executives were properly incentivized in fiscal 2022, while at the same time incorporating a level of rigor that maintained a strong link between pay and performance in fiscal 2022. The HCC Committee approved the Spring and Fall season goals to reflect the prior year’s record-setting performance and the anticipated normalization of demand for our products following the pandemic, as well as to account for anticipated headwinds in fiscal 2022 resulting from significant inflationary impacts to our cost structure, including increases in raw material, distribution and labor costs, planned investments in the Company’s customer loyalty program and other technology capabilities, and decreased customer spending. The HCC Committee believes incentive ~~payouts~~goals for ~~all~~both seasons were set at challenging and meaningful levels, maintaining the ~~NEOs were based on~~same level of rigor as in the ~~following operating income goals~~prior years.

2023 Proxy Statement | Bath & Body Works, Inc. 37

The tables below show the Spring and ~~weighting:~~

	~~Short-Term Performance Incentive Goal Weighting and Metric~~
	~~80% weighted average of major brand operating income:~~
	~~55% Victoria’s Secret operating income~~
	~~30% Bath & Body Works operating income~~
	~~15% Other operating income~~
	~~20% Total L Brands operating income~~

~~The table below shows the~~Fall season adjusted operating income goals required to earn short-term performance-based incentive compensation at target, along with the range of performance goals as a percentage of target for threshold and maximum payouts and actual performance ~~by season:~~

results achieved in fiscal 2022:

~~Fiscal 2019 Spring Season~~

~~Fiscal 2019 Fall Season~~

THRESHOLD

~~Operating Income~~
~~Goal~~

OPERATING
INCOME GOAL

~~Actual~~
~~Performance~~

MAXIMUM

ACTUAL OPERATING
INCOME⁽¹⁾

~~Operating Income~~
~~Goal~~

OPERATING
INCOME GOAL
ACHIEVEMENT

~~Actual~~
~~Performance~~⁽¹⁾

~~Total L Brands~~

~~$402 million~~

~~$328 million~~

~~$1,086 million~~

~~$894 million~~

~~Victoria’s Secret~~

Spring Season (40% Weighting)

~~190~~87% of target

$710 million

49

107% of target

$522 million

~~315 million~~

0% of target

~~62 million~~

~~Bath & Body Works~~

~~286 million~~

~~337 million~~

~~811 million~~

~~866 million~~

~~Other~~⁽²⁾

Fall Season (60% Weighting)

~~105~~82% of target

$750 million

~~111~~

115% of target

$854 million

~~185 million~~

195% of target

~~184 million~~

(1)

~~Actual performance presents~~

For fiscal 2022, we did not make any adjustments to operating income; therefore, for fiscal 2022 adjusted operating income ~~on an~~is equal to our GAAP operating income. See Appendix A for reconciliations of the Company’s non-GAAP adjusted basis which removes certain special items which are not indicative of our ongoing operations due to their size and nature. The Company uses adjusted financial information as key performance measures of results for purposes of evaluating performance internally, which may not correspond to amounts reported externally.

~~(2)~~

~~Other includes business unit~~ operating income ~~that is an internal performance measure and does not correspond~~ to ~~amounts reported externally.~~the Company’s GAAP operating income, as well as other important disclosures regarding non-GAAP financial measures.

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Spring and Fall season goals for Victoria’s Secret were set below prior year actual results to provide meaningful performance incentives during a time of continued operating income pressure. Performance-based incentive compensation paid to our NEOs did not include any payout based on Victoria Secret’s performance. Spring season goals for Bath & Body Works were set slightly below prior year actual results to account for the expected impact of China tariffs and investments in sourcing and logistics. To earn threshold payout, performance goals average approximately 50% to 90% of target. To earn maximum payout, performance goals average approximately 115% to 155% of target. Performance below threshold results in no payout. Performance between threshold and target and target and maximum is interpolated to determine the payout percentage beginning at 20% atfor threshold performance up to 200% at ~~maximum.~~maximum performance. Short-term performance-based incentive compensation targets are set as a percentage of base salary with the amount earned ranging from 0% to 200% of the target incentive, based on the extent to which financial goals are achieved.

Due to the challenging macroeconomic environment, including significant inflationary pressure that negatively impacted our cost structure and customer spending, we did not meet the operating income threshold for a payout in the Spring season. In the Fall season, through the exceptional leadership of our NEOs, we achieved above-target results driven by our focus on innovation and newness, optimization and vertical integration of the supply chain to chase into products with strong customer demand, as well as aggressive cost control and improvement in overall efficiencies.

The table below shows the short-term performance-based incentive compensation targets as a target percentage of base salary for each NEO during fiscal 2022:


NAMED EXECUTIVE OFFICER	FISCAL 2021		FISCAL 2022

Ms. Boswell		N/A		190%

Ms. Arlin		90%		115%

Ms. Rosen		115%		160%

Ms. Riley		80%		100%

Mr. Wu		80%		100%

Ms. Nash		N/A		190%

Mr. Meslow⁽¹⁾		190%		N/A

(1)	Mr. Meslow was not entitled to short-term performance-based incentive compensation in fiscal 2022.

The HCC Committee approved an increase to the short-term incentive target percentage of base salary for Ms. Rosen to align with the market pay levels for comparable roles, in light of the significant expansion of Ms. Rosen’s responsibilities during the leadership transition period. The short-term incentive target percentages of base salary for Mses. Arlin and Riley and Mr. Wu were also increased to reflect expanded scope of responsibilities during the leadership transition, incent future performance and place further emphasis on the performance-based components of their compensation packages.

38 Bath & Body Works, Inc. | 2023 Proxy Statement

~~Payouts~~

The NEOs’ payouts for fiscal ~~2019~~2022 performance are set forth below and in the ~~“Non-Equity~~“Non-Equity Incentive Plan Compensation” column of the ~~2019~~2022 Summary Compensation Table below. ~~The performance~~


	FISCAL 2022 TARGET INCENTIVE ($)		FISCAL 2022 SPRING INCENTIVE PAYOUT ($)		FISCAL 2022 FALL INCENTIVE PAYOUT ($)		TOTAL FISCAL 2022 PAYOUT ($)		PERCENT OF FISCAL 2022 TARGET (%)

Ms. Boswell⁽¹⁾		554,341		0		1,080,964		1,080,964		195	%

Ms. Arlin		920,000		0		1,076,400		1,076,400		117	%

Ms. Rosen		1,600,000		0		1,872,000		1,872,000		117	%

Ms. Riley		800,000		0		936,000		936,000		117	%

Mr. Wu		725,000		0		848,250		848,250		117	%

Ms. Nash⁽²⁾		1,989,989		0		3,001,050		3,001,050		151	%

Mr. Meslow		0		0		0		0		0	%

(1)	Ms. Boswell’s fiscal 2022 target incentive and payout were pro-rated based on the number of days that she served in the Chief Executive Officer role during the Fall season.

(2)	Ms. Nash’s target incentive for the Spring season was pro-rated based on the number of days that she served in the Interim Chief Executive Officer role during the Spring season.

With the changes to base salary and short-term performance-based compensation targets ~~were set~~(described above) appropriately reflecting the scope and responsibility of each NEO’s role, following the end of fiscal 2022, the HCC Committee determined not to increase the base salaries or short-term performance-based incentive compensation targets for ~~these awards and the payouts were made before the recent events~~any of ~~the COVID-19 crisis unfolded.~~

~~Total Fiscal 2019 Incentive Payout~~

Fiscal 2019 Target
Incentive
($)

Fiscal 2019
Spring Incentive
Payout
($)

Fiscal 2019
Fall Incentive
Payout
($)

Total Fiscal 2019
Payout
($)

Percent of Fiscal
2019 Target
(%)
Mr. Wexner

1,500,000

473,400

558,900

1,032,300

69%
Mr. Burgdoerfer

1,620,000

511,272

603,612

1,114,884

69%
Mr. McGuigan

2,340,000

738,504

871,884

1,610,388

69%
Ms. Milano

1,170,000

369,252

435,942

805,194

69%
Mr. Bersani

1,120,000

353,472

417,312

770,784

69%

our NEOs for fiscal 2023.

Long-Term Equity Compensation

~~Stock~~

During fiscal 2022, we granted stock awards ~~are made~~ to our NEOs (other than Mr. Meslow) under the ~~2015 Plan. Our equity-based long-term performance-based incentive program is comprised~~2020 Plan, which was approved by our stockholders at our 2020 annual meeting of ~~a mix of three types of awards:~~ stockholders.

Performance Share Units

PSUs ~~time-vested RSUs and stock options providing a balance of performance incentive, alignment with stockholders and retention. Our long-term performance-based equity incentive program is designed to:~~

~~Incentivize achievement of key performance metrics (through the performance requirement);~~

~~Align executive rewards with those realized by stockholders (through the market value of our stock);~~

~~Retain superior executive talent (through the time vesting requirements); and~~

~~Reward exceptional individual performance (through annual determination of the size of the award).~~

For the NEOs other than Mr. Wexner, individual performance (including contribution to the achievement of business goals, execution of retail fundamentals and accomplishment of talent and cultural objectives), company performance, competitive practice, the Company’s overall equity compensation expense budget, stockholder dilution, internal equity and retention risk are all considered in determining the size of their equity awards. The size and timing of Mr. Wexner’s equity award is determined on a different basis, as described in detail below.

Equity awards are granted on the date the award is approved, unless the effective date of the reason for the award (such as hire date) is later than the approval date. In this case, the grant date is the later date.

~~Performance Stock Units~~

~~Performance stock units incentivize~~incent executive performance through the achievement of challenging growth and profitability ~~metrics. The~~metrics that closely align the long-term interests of our executives with those of our stockholders. For our NEOs’ annual 2022 PSU awards, the two equally weighted metrics are ~~three-year~~(i) revenue growth relative to a designated peer group and ~~three-year~~(ii) cumulative operating income as a ~~percent~~percentage of cumulative sales ~~each relative to our peer group~~(operating income margin). These metrics were chosen by the HCC Committee because they align with the strategic direction of the Company and ~~weighted equally at 50%.~~

provide a balance between growth and profitability metrics. Performance for awards granted in fiscal 2022 will be evaluated based on performance over a three-year performance period, starting with fiscal 2022 through the end of fiscal 2024.

The specific targets are as follows:


	PAYOUT PERCENTAGE			3-YEAR REVENUE GROWTH RELATIVE TO PERFORMANCE PEER GROUP (50% WEIGHTING)		3-YEAR OPERATING INCOME MARGIN (50% WEIGHTING)

Threshold		50	%		30^th percentile		16	%

Target		100	%		50^th percentile		20	%

Maximum		150	%		90^th percentile		24	%

Performance will be evaluated based on a scale, and payout, if any, will be interpolated between threshold, target and ~~maximum:~~maximum levels. The earned annual PSU awards (if any) granted in fiscal 2022 will vest in May 2025, subject generally to the executive’s continued employment through such date.

2023 Proxy Statement | Bath & Body Works, Inc. 39

~~Payout at threshold~~

The Performance Peer Group used to determine relative revenue growth performance ~~is 50%~~achievement was selected, in consultation with Willis Towers Watson, based on the same criteria set forth under “—Executive Compensation Philosophy—Compensation Comparison” and ~~is set at~~applying those criteria to Bath & Body Works as a standalone public company. Based on such review, the ~~30th percentile~~HCC Committee removed Designer Brands Inc., Hanesbrands Inc., Michael’s Co. Inc., Nu Skin Enterprises Inc. and Tapestry, Inc. and added DICK’s Sporting Goods, Inc., Gap, Inc. and Victoria’s Secret & Co. Following these changes, the Performance Peer Group companies for the 2022 PSUs are as follows:



Abercrombie & Fitch Co.	Foot Locker, Inc.	Sally Beauty Holdings, Inc.

American Eagle Outfitters, Inc.	Gap, Inc.	The Estée Lauder Companies Inc.

Big Lots, Inc.	lululemon athletica inc.	Tractor Supply Company

Burlington Stores, Inc.	Newell Brands Inc.	Ulta Beauty Inc.

Coty Inc.	Ralph Lauren Corporation	Victoria’s Secret & Co.

DICK’s Sporting Goods, Inc.	Revlon, Inc.	Williams-Sonoma, Inc.

As described under the heading “2022 Retention Program” below, in addition to the annual PSUs granted by the Company, the HCC Committee approved Retention PSU Awards to each of Mses. Arlin, Rosen and Riley and Mr. Wu in May 2022, reflecting the importance the HCC Committee placed on leadership continuity with the unexpected resignation of our ~~peer group.~~

~~Payout at target performance is 100% and is set at the 50th percentile of our peer group.~~

~~Payout at maximum performance is 150% and is set at the 80th percentile of our peer group.~~

35

Chief Executive Officer.

~~TABLE OF CONTENTS~~Restricted Stock Units

~~The performance period for both metrics is three years, and PSUs vest after three years.~~

~~Time-Vested~~

RSUs

~~Time-vested RSUs~~ are granted to ensure market competitiveness of the executive compensation package, align executives’ long-term interests with our stockholders and to retain executives over the long-term. ~~Time-vested~~The RSU awards vest over three years in three tranches (30% one year from the grant date, 30% two years from the grant date and 40% three years from the grant date), in each case subject generally to continued employment through each such date.

To induce Ms. Boswell to join the Company, she received RSUs ~~granted~~as part of her hiring incentive. See “Chief Executive Officer Fiscal 2023 Pay” below for additional information.

2022 Nash Equity Award

Ms. Nash joined the Board as an independent director in 2019 and assumed the role of Board Chair in May 2020. Since that time, Ms. Nash has provided unparalleled leadership and support to the Company through a period of significant uncertainty, transition and transformation, taking on roles that far exceeded that of a typical Board member and Board Chair.

Specifically, in 2019, Ms. Nash had a key role in the comprehensive review of options to best position the Company, which at the time owned both the Bath & Body Works and Victoria’s Secret businesses, for long-term success and to drive shareholder value. The review resulted in the Company’s definitive agreement with Sycamore Partners (“Sycamore”) to sell a majority stake in Victoria’s Secret to Sycamore, which would position Bath & Body Works as a highly profitable, standalone public company. In 2020, when the Sycamore transaction fell through following the onset of the pandemic, Ms. Nash played a significant role in the leadership transition when she assumed the role of Board Chair from Mr. Leslie Wexner, who founded the Company and led it for 57 years. Ms. Nash was integral to transitioning Mr. Meslow into his first Chief Executive Officer role following the decision by the prior Bath & Body Works brand chief executive officer to step down for personal reasons in March 2020 during one of the most turbulent and uncertain periods in history with the onset of the pandemic. Ms. Nash guided the Company through the pandemic, took decisive actions to implement a profit improvement plan at Victoria’s Secret and led the process that culminated in the successful spin-off of Victoria’s Secret & Co. in August 2021. In addition, Ms. Nash provided critical oversight over, and led, the successful Shareholder Derivative Settlement related to Victoria’s Secret. From May 14, 2020, when Ms. Nash assumed the role of Board Chair, through March 10, 2022, the grant date for the Nash Award (as defined below), the Company delivered total shareholder returns of approximately 467% (assuming reinvestment of dividends and adjusted to give effect to the Victoria’s Secret & Co. spin-off). Ms. Nash has been the one consistent leader who navigated the Company through these unprecedented challenges that began in 2019 and included three Chief Executive Officer transitions, including Ms. Nash’s assumption of the position on an interim basis when Mr. Meslow unexpectedly departed for health reasons and the successful onboarding of Ms. Boswell in December 2022, which allowed the Company’s management team to focus on the Company’s business operations.

40 Bath & Body Works, Inc. | 2023 Proxy Statement

The Board believes that Ms. Nash has been, and will continue to be, vital to the Company’s successful transformation and that her retention over the next several years (including in her role as Executive Chair and Interim Chief Executive Officer during portions of fiscal 2022) is critically important to the interests of our stockholders. Accordingly, and in light of the extraordinary contributions Ms. Nash made to the business during this period, as previously disclosed in the Company’s 2022 proxy statement, on March 10, 2022, the Board approved a one-time award of RSUs to Ms. Nash with a grant date value of approximately $18 million (the “Nash Award”). The Nash Award 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 ~~NEO~~vesting date. As such, if Ms. Nash resigns from our Board or voluntarily decides not to stand for reelection to the Board, any unvested portion of the Nash Award would be forfeited.

The Board believes that the Nash Award was a prudent action to help ensure Ms. Nash’s continued retention, as well as to provide stability of the Company’s leadership team during the transition to a new Chief Executive Officer. In determining the value and structure of the award, the HCC Committee and the Board considered (among other things) an analysis by Willis Towers Watson of one-time grants provided to leaders of companies undergoing strategic transformations or transactions, as well as in unique circumstances to recognize expansion of responsibilities in transformative periods. The Board also considered the appropriateness of a time-vested award and determined that, based on the Board’s expectation that Ms. Nash would return to being a non-executive director following her interim service as an executive officer, service-based vesting provides the desired retention and aligns with market practice for Ms. Nash’s intended role as a non-executive Board Chair (which re-commenced at the beginning of fiscal 2023).

The Nash Award was unanimously approved by the independent members of the Board following the unanimous recommendation of the HCC Committee.

2022 Retention Program

In light of the significant uncertainty associated with the Chief Executive Officer transition and search process in fiscal ~~2019 cliff vest after three years, subject~~2022 and reflecting the importance the HCC Committee placed on leadership continuity of the executive leadership team, on May 13, 2022, the Company entered into executive retention agreements (the “Retention Agreements”) with each of Mses. Arlin, Rosen and Riley and Mr. Wu. With the successful track record of the Company and an unusually competitive market for talent, the HCC Committee believes that our executives are attractive targets for recruitment given the uncertainty related to ~~continued employment.~~

~~Stock Options~~

~~Stock options by their nature~~a change in leadership. The Retention Agreements are ~~performance-based, aligning executive interests~~intended to reinforce the focus and dedication of management without distraction while the Company successfully identified, recruited and onboarded a new Chief Executive Officer. The HCC Committee believes that the retention program is in the best interest of the Company’s stockholders to ensure continuity of management and retain and incent the Company’s leaders who have a proven track record of success and are critical to positioning the Company for long-term future growth. To further align with stockholder interests, approximately half of the retention award was made in the form of PSUs, which must be earned through the achievement of rigorous performance criteria. Specifically, the allocation between PSUs and cash retention awards was determined by ~~creating~~balancing the need to ensure the retention of our NEOs during a ~~direct link~~period of significant uncertainty in connection with the Chief Executive Officer transition process, while at the same time ensuring that the awards appropriately incented our NEOs to maximize value for our stockholders during the same period.

Under the Retention Agreements, the NEOs are eligible to receive an equally weighted combination of PSUs and cash over two years. The two-year period was designed in order to align with the anticipated time horizon related to the search for, and the hiring and onboarding of, a new Chief Executive Officer, during which period the retention of our NEOs is crucial to the success of our business.

The aggregate cash retention bonuses (the “Cash Retention Bonuses”) under the Retention Agreements are outlined below.


	FIRST INSTALLMENT ON MAY 19, 2022 ($)		SECOND INSTALLMENT ON JANUARY 13, 2023 ($)		THIRD INSTALLMENT ON MAY 5, 2023 ($)		TOTAL CASH RETENTION ($)

Ms. Arlin		480,000		360,000		360,000		1,200,000

Ms. Rosen		800,000		600,000		600,000		2,000,000

Ms. Riley		480,000		360,000		360,000		1,200,000

Mr. Wu		435,000		326,250		326,250		1,087,500

To receive the payments outlined above, the executive must remain continuously employed through each applicable payment date. In addition, if an executive voluntarily terminates employment prior to the third retention bonus installment payment date, the executive will be required to repay to the Company any Cash Retention Bonus amounts previously paid (on an after-tax basis).

2023 Proxy Statement | Bath & Body Works, Inc. 41

The PSUs awarded under the Retention Agreements (the “Retention PSU Awards”) to each of Mses. Arlin, Rosen and Riley and Mr. Wu had target values of approximately $1.2 million, $2.0 million, $1.2 million and $1.1 million, respectively. Similar to annual PSU awards, the Retention PSU Awards will be earned between ~~compensation~~0% and ~~stockholder return. Stock options granted~~150% based on achievement of two equally weighted performance metrics (revenue growth relative to a designated peer group and operating income margin), each measured over the Company’s 2022 and 2023 fiscal years. The Performance Peer Group used to determine relative revenue growth performance achievement is the same group of companies listed above for the annual PSU awards in fiscal ~~2019 to each NEO~~2022.

The specific targets are as follows:


	PAYOUT PERCENTAGE		2-YEAR REVENUE GROWTH RELATIVE TO PERFORMANCE PEER GROUP (50% WEIGHTING)	2-YEAR OPERATING INCOME MARGIN (50% WEIGHTING)

Threshold		50%	30^th percentile		16%

Target		100%	50^th percentile		20%

Maximum		150%	90^th percentile		24%

Performance will be evaluated based on a scale, and payout, if any, will be interpolated between threshold, target and maximum levels. The earned Retention PSU Awards (if any) will vest in ~~equal installments over three years,~~May 2024, subject ~~to continued employment. The exercise price is equal~~generally to the ~~closing price of our Common Stock on the grant~~executive’s continued employment through such date.

Below is a summary of ~~the time-vested RSUs,~~long-term equity incentive compensation, including PSUs and ~~stock options~~RSUs, awarded into our NEOs during fiscal ~~2019. These awards were made before the COVID-19 crisis arose.~~

Target Value of
Performance Stock
Unit Award
($)

Value of Time-
Vested
RSU Award
($)

Value of Stock
Option Award
($)

Total Fiscal
2019 Equity
Award Value
($)
Mr. Wexner⁽¹⁾

496,322

297,785

126,676

920,783
Mr. Burgdoerfer

787,906

472,738

238,495

1,499,139
Mr. McGuigan

1,138,075

682,850

344,496

2,165,421
Ms. Milano

787,906

472,738

238,495

1,499,139
Mr. Bersani

700,363

420,223

211,995

1,332,581

2022.


	TARGET VALUE OF ANNUAL PSU AWARD ($)		VALUE OF TIME-VESTED RSU AWARD(S) ($)			TARGET VALUE OF RETENTION PSU AWARD ($)		TOTAL FISCAL 2022 EQUITY AWARD VALUE ($)

Ms. Boswell		0		3,853,024	⁽²⁾		0		3,853,024

Ms. Arlin		570,674		579,355			1,242,435		2,392,464

Ms. Rosen		713,377		724,228			2,070,742		3,508,347

Ms. Riley		618,257		627,662			1,242,435		2,488,354

Mr. Wu		523,137		531,095			1,125,957		2,180,189

Ms. Nash		0		17,412,228	⁽²⁾		0		17,412,228

Mr. Meslow⁽¹⁾		0		0			0		0

(1)

~~While~~

In light of his unexpected resignation that the Company announced in February 2022, Mr. Meslow did not receive any long-term equity award mix and performance requirement are the same, the amount and timing of Mr. Wexner’s equity award are determined on a different basis than that of our other NEOs, as described in detail in the section “CEO Compensation”.incentive compensation awards during fiscal 2022.

(2)	RSU awards represent a sign-on award for Ms. Boswell and a special award for Ms. Nash and do not represent annual awards in fiscal 2022. Please see “2022 Nash Equity Award” and “Chief Executive Officer Fiscal 2023 Target Pay” for additional information.

Other Benefits and Perquisites

Qualified Defined Contribution Retirement ~~and Other Post-Employment Benefits~~

~~Retirement and other post-employment benefits consist of~~Plan

Our qualified ~~and non-qualified~~ defined contribution retirement plan ~~benefits and termination benefits.~~

~~Qualified Defined Contribution Retirement Plan~~

~~The qualified plan~~ is available to all Company associates who meet certain age and service requirements. Associates can contribute up to the amounts allowable under Section 401 of the Code. The Company matches associates’ contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible annual compensation and years of service. Associates’ contributions and Company matching contributions to the qualified plan vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service.

~~Non-Qualified Defined Contribution Deferred Compensation and Supplemental Retirement Plan~~

The non-qualified plan is available to all associates who meet certain age, service, job level and compensation requirements. The non-qualified plan is an unfunded plan which provides benefits beyond the Code limits for qualified defined contribution plans. The Company does not set aside assets to fund liabilities of the non-qualified plan. Assets that may be used to satisfy such liabilities are general assets of the Company, subject to the claims of the Company’s creditors.

Associates can contribute to the non-qualified plan up to a maximum percentage of eligible compensation. The Company matches associates’ contributions and contributes additional amounts based on a percentage of the associates’ eligible compensation and years of service.

~~The plan also permits participating associates to defer additional compensation which the Company does not match.~~

42 Bath & Body Works, Inc. | 2023 Proxy Statement

36

~~TABLE OF CONTENTS~~

Associates’ contributions to the non-qualified plan and the related interest accruals vest immediately. Company contributions and credits to the non-qualified plan and the related interest are subject to vesting based on years of service.

~~Termination Benefits: Severance and Change in Control Agreements~~

We have entered into severance and change in control agreements with all of our NEOs other than Mr. Wexner. See “Retirement and Other Post-Employment Benefits—Estimated Post-Employment Payments and Benefits” below for a description of estimated benefits in certain termination situations, including a change in control.

Upon a change in control, equity awards will only vest if the executive’s employment is terminated by the executive for good reason or by the Company other than for cause within 24 months of the change in control. None of our NEOs is entitled to a tax gross-up upon a change in control.

Perquisites

We provide our NEOs with ~~minimal~~certain perquisites that the ~~Compensation~~HCC Committee has determined are reasonable and in the best interests of the Company and its stockholders. These perquisites may include ~~the reimbursement of financial planning costs of up to $9,500 per year and~~ supplemental disability and life insurance coverage, an annual executive physical and a financial planning reimbursement up to $14,000 per year. None of our NEOs other than Mses. Boswell and Nash were permitted to use corporate aircraft for personal purposes during fiscal 2022.

We also provide relocation benefits, as applicable, pursuant to the Company’s policy applicable to senior executives or as may otherwise be set forth in an applicable employment agreement, including relocation benefits to Mses. Boswell and Riley and Mr. Wu during fiscal 2022. Ms. Riley and Mr. Wu completed their relocations to the Columbus, Ohio region during fiscal 2022. The Company anticipates that Ms. Boswell will complete her relocation during fiscal 2023.

According to the Company’s relocation policy, if an executive voluntarily resigns or is terminated for cause (i) before the first anniversary of their hire date, the executive is obligated to reimburse the Company for 100% of the relocation benefits and (ii) before the second anniversary of their hire date, the executive is obligated to reimburse the Company for one-half of the relocation benefits.

We maintain corporate aircraft that are used primarily by our senior management for business travel. During fiscal 2022, the HCC Committee approved the use of corporate provided aircraft for personal purposes by Mses. Boswell and Nash to ensure their safety and promote the efficient and effective use of their time while traveling. The value associated with personal use of corporate provided aircraft was imputed as income to the executive based on the Internal Revenue Service’s Standard Industrial Fare Level formula. We do not cover, reimburse or otherwise gross-up the income taxes owed for personal use of corporate aircraft. The aggregate incremental cost to the Company of personal use of Company aircraft is disclosed in the All Other Compensation column of the 2022 Summary Compensation Table below.

Ms. Boswell’s personal use of Company aircraft during fiscal 2022 was in connection with her relocation from her residence in Florida, allowing for efficient travel to the Company’s offices in Columbus, Ohio while she searches for and relocates to a permanent residence in the Columbus, Ohio region. The use of Company aircraft also provides Ms. Boswell with an environment that permits her to perform confidential work while commuting from her personal residence, which would otherwise be impossible on commercial aircraft.

Ms. Nash’s permanent residence is in New York, New York and, considering the temporary nature of her appointment as Executive Chair and Interim Chief Executive Officer, the Board determined that it was not feasible or desirable to require Ms. Nash to relocate to Columbus, Ohio during her tenure as a Company executive. In order to provide for efficient travel for Ms. Nash and maximize her time devoted to Company business, including a significant amount of time at the Company’s offices in Columbus, Ohio, the HCC Committee permitted Ms. Nash to use Company aircraft to travel from her personal residences and offices to the Company’s offices in Columbus, Ohio to conduct business until Ms. Boswell’s appointment and transition. Under the Commission’s rules, this travel between her residences and offices and the Company’s offices during the time she served as Executive Chair and Interim Chief Executive Officer is considered personal travel without regard to the fact that the travel was for business reasons and for the convenience of the Company. In addition to aircraft usage, expenses for Ms. Nash’s hotel, ground transportation and meals while working in Columbus are considered personal expenses. To offset the hotel, ground transportation and meal expenses in part, the HCC Committee approved an expense allowance for Ms. Nash of $22,500 per quarter (pro-rated for partial quarters). The HCC Committee believes that these perquisites are reasonable and in the best interest of the Company’s stockholders given the temporary nature of Ms. Nash’s role as Executive Chair and Interim Chief Executive Officer.

Chief Executive Officer Fiscal 2023 Pay

Consistent with our guiding principles, the HCC Committee believes that our Chief Executive Officer compensation should be highly competitive, emphasize performance-based compensation and be designed to recognize and reward strong performance in order to maximize value creation for our stockholders.

Accordingly, in connection with the commencement of her employment with the Company in December 2022, the HCC Committee determined to provide Ms. Boswell with a compensation package that is designed to be competitive and balanced, with a reasonable base salary along with participation in our short-term and long-term incentive compensation programs on the same basis as the other NEOs. Under the terms of her employment agreement, Ms. Boswell receives an annual base salary of $1.5 million, an annual short-term performance-based incentive compensation target equal to 190% of her base salary and an annual long-term equity incentive award opportunity in fiscal 2023 with a value of $7.5 million. Ms. Boswell’s 2023 compensation package is consistent with our pay mix philosophy that places greater emphasis on performance-based incentive compensation.

2023 Proxy Statement | Bath & Body Works, Inc. 43

As part of Ms. Boswell’s hiring incentive, to induce her to join the Company and consistent with arrangements common in the highly competitive market for top talent, Ms. Boswell received a one-time cash sign-on bonus in the amount of $1.5 million and a one-time award of RSUs with a grant date value of approximately $4 million. The cash sign-on bonus is subject to repayment (on an after-tax basis) in the event Ms. Boswell is terminated by the Company for ~~associates at~~“cause” or she voluntarily resigns other than for “good reason,” in each case prior to December 1, 2023. The RSU award is designed to establish and build Ms. Boswell’s ownership interest in Company stock and to immediately align a significant portion of her compensation with the ~~Vice President level~~long-term interests of our stockholders. The terms of Ms. Boswell’s sign-on RSUs are consistent with the terms and ~~above, including~~vesting schedule of the ~~NEOs. In addition,~~RSUs granted to Mses. Arlin, Rosen and Riley and Mr. Wu and will be forfeited upon her voluntary termination of employment to the extent ~~that corporate~~unvested.

Severance and Change in Control Agreements

Chief Executive Officer

In connection with the commencement of her employment in fiscal 2022, the Company entered into an executive severance agreement with Ms. Boswell, which provides for terms and conditions generally consistent with those provided ~~aircraft is used~~to each of our other current NEOs (as described below). Under her severance agreement, in the event of a termination of Ms. Boswell’s employment by ~~any NEO~~the Company without “cause” or by her for ~~personal purposes,~~“good reason” (as defined in her severance agreement and described in more detail under the ~~NEO has reimbursed~~heading “—Potential Payments Upon Termination or Change in Control” below), 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, she will be entitled to receive (i) continued payment of annual base salary for two years following the termination date, (ii) an amount equal to two years of COBRA premiums, (iii) the incentive compensation award for the season in which the termination date occurs, prorated based on the ~~greater~~number of days employed during such season and determined based on actual performance, (iv) the incentive compensation she would have received if she had remained employed by the Company for two years following the termination date, determined based on actual performance, (v) accelerated vesting of a pro rata portion of the ~~amount established~~unvested equity awards held by her that vest solely upon the ~~Internal Revenue Service (“IRS”) as reasonable for personal use or the aggregate incremental cost associated with the personal use~~time-based vesting conditions (including her sign-on RSU award) and (vi) continued vesting of a pro rata portion of the ~~corporate owned aircraft as~~unvested equity awards held by her that vest based on performance-based vesting conditions, which will remain subject to the existing performance metrics.

In the event such termination of employment occurs during the three-month period prior to, or during the 24-month period following, a “change in control” of the Company, then Ms. Boswell will be entitled to receive (a) the amounts described in clause (i) above (with such amounts paid in a lump sum if the termination of employment occurs on or after a change in control) and clause (ii) above, (b) a payment equal to the sum of the incentive compensation payouts that she received for the four completed seasons prior to the termination date (with the payout for any partial seasonal performance period to be annualized and the target seasonal incentive opportunity to be included if she has not been employed long enough to be eligible for four seasonal incentive payouts), (c) her 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 by ~~an independent, third party aircraft costing service.~~

~~CEO Compensation~~

~~Overview of CEO Pay~~

~~Mr. Wexner’s compensation reflects~~reference to the ~~Company’s performance. Total compensation, as disclosed in the 2019 Summary Compensation Table, decreased 17% from fiscal 2018 to 2019 while adjusted operating income~~⁽¹⁾ ~~decreased 14%. Over the three-year period from fiscal 2016 to fiscal 2019, CEO compensation decreased 79% while total shareholder return decreased 22%.~~

~~(1)~~

Operating income determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for L Brands decreased 79%. The reconciliation of the adjusted measure to the comparable GAAP figure is on pages 28 to 29 of the Company’s 2019 Annual Report on Form 10-K (the “2019 10-K”).

~~CEO Stock Award Determination Overview~~

~~Mr. Wexner’s fiscal 2019 stock grant was awarded near the end~~average of the ~~Fall season when Mr. Wexner’s~~incentive compensation payouts she received for the four completed seasons prior to the termination date (with the payout for any partial seasonal performance period to be annualized and the ~~Company’s~~target seasonal incentive opportunity to be included in such average if she has not been employed long enough to be eligible for four seasonal incentive payouts) and (d) accelerated vesting of any outstanding unvested equity awards held by her (including her sign-on RSU award), with performance was substantially determined for the fiscal year. This stock award recognizes financial, strategic and operational performance for the fiscal year and incentivize future performance. The stock award was granted with agoals deemed to be achieved at target value of $1.17 million (77% below target) as a combination of stock options, time-vested RSUs and PSUs. Stock options vest in equal installments over three years and time-vested RSUs and PSUs vest 100% after three years, each subject to continued employment and achievementlevels if less than one-third of the applicable performance ~~requirement.~~

~~Mr. Wexner’s stock award is subject to~~period has lapsed, otherwise performance ~~in two ways:~~

~~The Compensation Committee goes through a rigorous quantitative and qualitative evaluation of historical performance to determine the size of the award; and~~

Once granted, 70% of the award is subject to performance of the Company. PSUs, which represent 50% of Mr. Wexner’s total equity award, must be earned based on the attainment of quantitative performance metrics and the value of stock options is contingent on the stock price increasing.

~~The rigorous quantitative and qualitative evaluation that is used to determine the size of the award relative to target includes an analysis of:~~

~~Absolute and relative total shareholder return over one and three years;~~

~~Absolute and relative return on invested capital over one and three years;~~

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~~Sales and operating income growth;~~

~~Earnings per share;~~

~~Performance against pre-established financial targets;~~

~~Leadership talent development; and~~

~~Success in fostering a high-performance culture.~~

While the size of Mr. Wexner’s stock award is determined on a quantitative and qualitative basis, once the size of the grant is determined, 70% of the award is subject to future performance of the Company. PSUs, which represent 50% of Mr. Wexner’s total equity award, must be earned based on the attainment of two quantitative performance metrics and the ultimate value of stock options is contingent on the stock price increasing. The performance metrics for PSUs are the same as the metrics required for the other NEOs: three-year revenue growth and three-year cumulative operating income as a percentage of cumulative sales, each relative to our peer group and weighted equally at 50%.

~~CEO Termination Benefits~~

Due to his unique role as the founder of the Company, Mr. Wexner is not covered by a severance or change in control agreement. However, all of Mr. Wexner’s unvested stock options will vest upon death and all conditions applicable to the RSUs and PSUs, including the performance conditiongoals will be deemed to ~~have been satisfied. Subject~~be achieved at maximum levels.

Ms. Boswell is not entitled to ~~the achievement of pre-established performance conditions, PSUs and RSUs will continue to vest upon Mr. Wexner’s total disability. Upon retirement from his service~~a tax gross-up for any excise taxes on compensation paid in connection with the Company, RSUs and PSUs will vest pro rata based on the fraction of whole months worked from the grant date over the full vesting period (i.e., one-third will vest if 12 full months are completed from the grant date for a grant that would otherwise vest over three years), subject to the achievement of performance conditions. In the event of a change in control ~~unvested RSU~~under her agreements with the Company.

Other NEOs

We entered into revised severance and ~~PSU awards will vest if~~change in control arrangements with each of Mses. Arlin, Riley and Rosen and Mr. ~~Wexner’s service is terminated other than for cause within 24 months~~Wu in May 2022 in order to ensure that the terms of such protections are consistent across all of such NEOs and to be competitive with the market. Under the revised arrangements, upon a termination of the ~~change in control.~~

~~In connection with the Transaction, Mr. Wexner announced his resignation, effective as of the Closing. At this time,~~applicable executive’s employment by the Company ~~has not entered into any~~without “cause” or by the executive for “good reason” (as defined in such executive’s severance ~~arrangements with Mr. Wexner~~agreement and described in ~~connection with his resignation.~~

~~CEO Perquisites~~

The Board of Directors has approved a security program (the “Security Program”) that provides security services to Mr. Wexner and his family. The Security Program is for the benefit of the Company and is appropriate given the risks associated with Mr. Wexner’s position. We periodically hire a third party to review our Security Program to verify that a bona fide Company oriented security concern exists and that the Security Program costs are reasonable and consistent with these concerns. The Security Program requires Mr. Wexner to use corporate provided aircraft, or private aircraft that is in compliance with the Security Program, whether the purpose of the travel is business or personal.

The cost of security services which are not business related have been reimbursed to the Company by Mr. Wexner. In addition, to the extent that corporate provided aircraft is used by Mr. Wexner for personal purposes, he has reimbursed the Company as noted abovemore detail under the heading “—~~Compensation~~Potential Payments Upon Termination or Change in Control” below), 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, the applicable executive will be entitled to receive (i) continued payment of annual base salary for ~~NEOs—Perquisites”.~~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,

44 Bath & Body Works, Inc. | 2023 Proxy Statement

~~Compensation Governance~~

~~Compensation Committee~~

~~Our~~

(iv) the incentive compensation the executive ~~compensation program is overseen~~would have received if the executive had remained employed by the ~~Compensation Committee. All~~Company for two years following the termination date, determined based on actual performance, (v) accelerated vesting of a pro rata portion of the unvested equity awards held by the executive that vest solely upon the time-based vesting conditions and (vi) continued vesting of a pro rata portion (excluding Retention PSU Awards, which will fully vest) of the unvested equity awards held by the executive that vest based on performance-based vesting conditions, which will remain subject to the existing performance metrics.

In the event such termination of employment occurs during the three-month period prior to, or during the 24-month period following, a “change in control” of the Company, then the executive will be entitled to receive (a) the amounts described in clauses (i) and (ii) above, (b) a payment equal to the sum of the incentive compensation payouts that the executive received for the four completed seasons prior to the termination date, (c) 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 by reference to the average of the incentive compensation payouts the executive received for the four completed seasons prior to the termination date, and (d) accelerated vesting of any outstanding unvested equity awards held by the executive (with performance goals deemed to be achieved at target levels if less than one-third of the applicable performance period has lapsed, otherwise performance goals will be deemed to be achieved at maximum levels).

None of our ~~Compensation~~NEOs is entitled to a tax gross-up for any excise taxes on compensation paid in connection with a change in control under their agreements with the Company.

Ms. Nash

Because Ms. Nash’s appointment as Executive Chair and Interim Chief Executive Officer was intended to be temporary, we did not enter an agreement with Ms. Nash that provides for severance protection.

Mr. Meslow

In connection with Mr. Meslow’s departure in fiscal 2022 due to health reasons, we entered into a Transition and General Release Agreement (the “Transition and Release Agreement”) with Mr. Meslow both in order to ensure an orderly transition of Mr. Meslow’s role as the Company’s Chief Executive Officer and to secure meaningful additional protections for the Company beyond Mr. Meslow’s then-existing contractual obligations (as described below). While Mr. Meslow’s departure was initially announced in February 2022, by entering into the Transition and Release Agreement, we were able to secure his services for an additional period through May 2022. This additional period was vital to ensuring a smooth transition of the Chief Executive Officer role to Ms. Nash and limiting the disruption to our business and stakeholders. In addition, the Transition and Release Agreement was entered into to recognize the circumstances of his departure and his exceptional leadership since May 2020 during a period of significant transformation for the Company. The terms provided under the Transition and Release Agreement were unanimously approved by the members of the HCC Committee, ~~members are appointed~~in consultation with Willis Towers Watson.

By entering into the Transition and Release Agreement, Mr. Meslow agreed to (i) extend the period of his non-competition and non-solicitation obligations by ~~our Board~~an additional 12 months (such that these restrictions will apply for a total period of 24 months) and ~~meet independence~~(ii) expand the scope of his non-competition obligations to apply to any country (or part thereof) in the world in which the Company operates, sells or markets its products, or with respect to which Mr. Meslow had responsibility or supervisory authority or obtained any confidential information. In addition, pursuant to the Transition and ~~other NYSE requirements. Compensation Committee members are selected based on their~~Release Agreement, Mr. Meslow agreed to execute a waiver and release of claims in favor of the Company that he was not otherwise required to provide, as well as to cooperate with the Company in connection with certain matters in which he was involved or had knowledge ~~and experience~~during his employment.

In return, Mr. Meslow will receive an aggregate cash amount equal to $7.0 million, payable in ~~compensation matters from both their professional experience and their roles on other boards.~~

~~As part~~ratable biweekly installments over 24 months following his termination of ~~its self-evaluation process, the Compensation Committee considers prevailing best practices and~~employment, subject to compliance with the ~~highest governance standards. During fiscal 2019,~~Transition and Release Agreement. In addition, Mr. Meslow will be eligible to receive Company paid health coverage under the ~~Compensation Committee also continued~~Company’s group health plan for up to ~~engage with the full Board to maximize its effectiveness.~~24 months. The ~~role of the Compensation Committee and information about its meetings are set forth in this proxy statement.~~

~~The Compensation Committee participated in the preparation~~value of this ~~CD&A and recommended~~payment was determined by the HCC Committee in consultation with Willis Towers Watson. In addition, the HCC Committee attributed value for the additional period of transition services that Mr. Meslow agreed to provide at the ~~Board that it be included in this proxy statement.~~

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~~TABLE OF CONTENTS~~

~~The Compensation Committee, together with~~Company’s request following the initial announcement of his departure, as well as the meaningful additional contractual protections the Company also evaluates the Company’s compensation structure from the perspective of enterprise risk. The Company’s compensation structure includes risk mitigating factors such as a mix of pay that is balanced between long- and short-term, and fixed and variable payoutsobtained under the ~~2015 Plan~~Transition and ~~2015 ICPP. Based~~Release Agreement, including Mr. Meslow’s agreement to provide cooperation on ~~this evaluation, the Compensation Committee believes that the Company’s compensation structures are appropriate and do not incentivize inappropriate taking~~certain matters relating to his employment (as described above). Outstanding equity awards held by Mr. Meslow as of ~~business risks.~~

~~The Compensation Committee is governed by~~his termination date remained subject to their existing terms. As a ~~charter which is available on our website at~~ ~~www.lb.com~~.

~~Committee Meetings and Delegation~~

Members of Company management, including the Chief Operating Officer and the Chief Financial Officer, attend the Compensation Committee meetings along with the Chief Human Resources Officer, who generally prepares meeting materials, and the Corporate Secretary, who records the minutes of the meeting. Members of Company management, including the CEO, do not play a role in recommending CEO compensation. The Compensation Committee regularly meets in executive session without management present.

The Compensation Committee may delegate its authority to subcommittees or the Chair of the Compensation Committee. In accordance with its charter, the Compensation Committee has delegated to our Chief Human Resources Officer, the authority to make stockresult, Mr. Meslow forfeited more than 1.4 million shares underlying unvested equity awards ~~under the provisions of the 2015 Plan~~ with a value ~~up to $400,000~~of approximately $65 million at the time of separation from the Company.

For additional details regarding the severance and change in ~~any year to any associate who is not~~control arrangements with our NEOs (including a ~~Section 16 officer~~description of ~~the Company~~ estimated benefits in connection with a change in control and/or a ~~senior leadership team member.~~termination of employment), see“—Potential Payments Upon Termination or Change in Control” below.

2023 Proxy Statement | Bath & Body Works, Inc. 45

Compensation Governance

Independent Compensation Consultant

As permitted by its charter, the ~~Compensation~~HCC Committee retained Willis Towers Watson as its independent executive compensation consultant and has the sole authority to retain and terminate any independent executive compensation consultant.

The ~~Compensation~~HCC Committee ~~considering~~considers recommendations from our management team and determines the work to be performed by the consultant. The consultant works with management to gather data required in preparing analyses for ~~Compensation~~HCC Committee review. Specifically, the services the consultant provides include:

~~Assisting in evaluation of CEO and other NEO compensation;~~

~~Informing the Compensation Committee of changing market practices;~~

~~Consulting on our executive compensation strategy and program design;~~

~~Analyzing alignment of pay and performance;~~

~~Assisting in the selection of our peer group; and~~

~~Assisting in the preparation and review of this disclosure.~~

•

Assisting in the evaluation of, and providing recommendations for, Chief Executive Officer and other NEO compensation;

•

Informing the HCC Committee of changing market practices;

•

Consulting on our executive compensation strategy and program design;

•

Analyzing the competitiveness of our executive pay;

•

Assisting in the selection of our peer groups; and

•

Assisting in the preparation and review of this disclosure.

In addition to the services provided at the request of the ~~Compensation~~HCC Committee, ~~a separate division~~management, with the knowledge of the HCC Committee, has engaged Willis Towers Watson ~~provides~~for a limited number of additional services, including provision of a call center tracking system for which we pay quarterly software usage fees ~~and provides compensation survey reports.~~(provided by a separate division of Willis Towers Watson). For fiscal ~~2019, these~~2022, the fees ~~totaled $138,044. The fees~~ paid or payable to Willis Towers Watson totaled $338,226, of which $214,656 related to services rendered for ~~its services to~~ the ~~Compensation~~HCC Committee in ~~fiscal 2019 were $94,788. Total fees paid~~connection with the review of executive and director compensation, and $123,570 related to ~~Willis Towers Watson for~~services performed at the ~~fiscal year were $232,832. The Compensation Committee, in its sole discretion, engaged Willis Towers Watson; such engagement was not made or recommended by~~request of management. The ~~Compensation~~HCC Committee did not participate in management’s decision to engage Willis Towers Watson for ~~its~~the provision of a call center tracking system. The ~~Compensation~~HCC Committee has determined that the provision of ~~this work~~these limited services by Willis Towers Watson to management is not material and does not impair the independence and objectivity of advice provided to or otherwise raise any conflict of interest for the ~~Compensation~~HCC Committee on executive compensation matters.

The ~~Compensation~~HCC Committee reviews and approves the provision of additional services by Willis Towers Watson to the Company and evaluates the performance and independence of Willis Towers Watson, specifically considering independence factors identified by ~~the Commission.~~NYSE rules. This evaluation includes a review of written representations from Willis Towers Watson confirming their independence. Based on its evaluation, the ~~Compensation~~HCC Committee believes that there are no conflicts of interest that could impair Willis Towers Watson’s ability to provide independent, objective advice to the ~~Compensation~~HCC Committee regarding executive compensation matters.

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~~TABLE OF CONTENTS~~Compensation Risk Assessment

~~In addition~~

On an annual basis, the HCC Committee considers the risks to ~~consulting provided~~our business associated with our compensation policies and practices for the purpose of determining whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. The HCC Committee determined that the Company’s compensation structure includes mitigating factors such as a mix of pay that is balanced between long- and short-term, and fixed and variable payouts under the 2020 Plan (and its predecessor plan) and the 2015 ICPP, a robust clawback policy and robust executive stock ownership guidelines. Based on these features, we believe our executive compensation program effectively (i) ensures that our compensation program does not encourage excessive risk taking, (ii) keeps our NEOs focused on the creation of long-term, sustainable value for our stockholders and (iii) provides competitive and appropriate levels of compensation over time.

Executive Stock Ownership Guidelines

The HCC Committee encourages and mandates Common Stock ownership by ~~Willis Tower Watson,~~our NEOs through stock ownership guidelines that promote a long-term focus on stock performance, discourage inappropriate risk-taking and further align the ~~Compensation Committee engaged David Kollat, who served as~~interests of our NEOs with those of our stockholders. Stock ownership guidelines can be met through direct ownership of Common Stock and indirect ownership through both grants of stock-based awards under our stock incentive plans and Common Stock held through Company benefit plans.

Our Chief Executive Officer is required to achieve and maintain ownership of Common Stock with a value of five times the ~~Chair~~Chief Executive Officer’s base salary, and each other NEO is required to achieve and maintain ownership of ~~the Committee until May 2019, as an advisor~~Common Stock with a value of three times such NEO’s base salary. Our NEOs are required to achieve these ownership levels within five years of becoming subject to the ~~Compensation Committee. Dr. Kollat’s services included consulting related~~ownership guidelines. All of our NEOs are either in compliance with the guidelines or are on track to ~~CEO compensation, establishment of short-term, performance-based incentive compensation goals and~~comply with the ~~drafting of this CD&A. Compensation paid to Dr. Kollat in connection with his services to~~guidelines within the ~~Compensation Committee is disclosed in the section “Fiscal 2019 Director Compensation.”~~required time frame.

46 Bath & Body Works, Inc. | 2023 Proxy Statement

Tax Deductibility

Section 162(m) of the Code generally does not allow a tax deduction to public companies for compensation paid to certain executive officers that is more than $1 million during the tax year. The HCC Committee takes into consideration the tax implications of our executive compensation program, including with respect to the tax deductibility of compensation paid under Section 162(m) of the ~~Code provided an exemption from this deduction limitation for compensation that qualified as “performance-based compensation.” However, as part~~Code. In the exercise of ~~the Tax Cuts~~its business judgment, and Jobs Act of 2017, this exemption was repealed, effective for taxable years beginning after December 31, 2017, subject to transition relief for certain arrangements in place as of November 2, 2017. The Company intends to administer grandfathered compensation in accordance with its compensation philosophy, the transition relief to the extent reasonably practicable. Going forward, non-grandfathered annual compensation in excess of $1 million for our covered senior executives will generally not be deductible. The CompensationHCC Committee continues to have ~~the~~ flexibility to ~~pay non-deductible~~award compensation that is not tax deductible if it ~~believes it~~determines that such award is in ~~the~~our stockholders’ best interests ~~of the Company.~~

and is necessary to comply with contractual commitments, or to maintain flexibility needed to attract talent, promote retention or recognize and reward desired performance.

Recovery of Compensation

Under the 2020 Plan (and its predecessor plan) and the 2015 ICPP, ~~and~~ the ~~2015 Plan, the Compensation~~HCC Committee has the power and authority to recover previously awarded bonuses or equity-based compensation or profits if (i) required by applicable law with respect to a participant, (ii) a participant engaged in fraudulent conduct or activities (or had knowledge of such conduct or activities) relating to the Company or (iii) a participant should have had knowledge of such conduct or activities based on ~~his or her~~the participant’s position, duties or responsibilities.

In addition, under the Company’s compensation recoupment policy, the HCC Committee has the ability to cancel and/or recoup certain cash and equity incentive compensation and severance compensation paid to associates who are at the level of Vice President or above (including our NEOs) in the event of a termination of employment for cause, or the HCC Committee’s discovery that grounds for cause existed at the time of such associate’s termination of employment. The HCC Committee will review and adopt such compensation recoupment policy in connection with the NYSE’s adoption of final clawback rules under the Dodd-Frank Act.

Tally Sheets

To assess the reasonableness of the compensation of our NEOs, the ~~Compensation~~HCC Committee annually reviews ~~a three-year history of~~ all of the components of the NEOs’ compensation, including salary, short-term incentive compensation, realized and unrealized gains on stock options, PSUs and RSUs, the cost to the Company of all perquisites ~~benefits earned and accrued under the Company’s non-qualified deferred compensation and supplemental executive retirement plan,~~ and potential payouts under several potential severance and ~~change-in-control~~change of control scenarios. Based on this review, the ~~Compensation~~HCC Committee concluded that our NEOs’ compensation components individually and in aggregate are reasonable, encourage retention, ~~incentivize~~incent performance and are in the best interests of the Company and its stockholders.

~~Conclusion~~

	~~We are committed to aligning our executive compensation with our Company’s performance. In connection with~~
		Report of the ~~Company’s continued decline in performance, the~~Human Capital & Compensation Committee ~~reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee, resulted in~~ ~~CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:~~

The HCC Committee is composed of five directors who are independent, as defined under the NYSE listing standards. Additionally, each member of the HCC Committee is a “non-employee director” within the meaning of Section 16b-3 under the Exchange Act. The HCC Committee reviews the CD&A on behalf of the Board.

The HCC Committee has reviewed and discussed the CD&A with management and, based on the review and discussions, the HCC Committee recommended to the Board that the CD&A be included in the 2022 10-K and the Company’s 2023 proxy statement.

Human Capital & Compensation Committee

Michael Morris, Chair

Patricia Bellinger

Alessandro Bogliolo

Francis Hondal

Danielle Lee

2023 Proxy Statement | Bath & Body Works, Inc. 47


•	2022 Summary Compensation Table		~~On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down~~ ~~15%~~ ~~and adjusted operating income is down~~ ~~14%~~ ~~while actual CEO direct compensation is down~~ ~~20%~~.
•	2022 Summary Compensation Table	•		~~On a three year basis (from January 27, 2017 to January 31, 2020) our stock price is down~~ ~~61%~~ ~~and adjusted operating income is down~~ ~~40%~~ ~~while actual CEO direct compensation is down~~ ~~79%~~.
•			~~On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down~~ ~~73%~~ ~~and adjusted operating income is down~~ ~~37%~~ ~~while actual CEO direct compensation is down~~ ~~87%~~.

CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.

With these actions to reduce CEO pay, Mr. Wexner’s total compensation for fiscal 2019 was $3.8 million, which is well below the median of our peers. In addition, 2020 target pay is 37% below the median. In summary, there is alignment between our performance, our stockholders’ interests and our CEO’s pay. Accordingly, we recommend stockholders vote FOR the executive compensation program as outlined in Proposal 6.

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~~TABLE OF CONTENTS~~

~~2019 Summary Compensation Table~~

The following table sets forth information concerning total compensation earned by or paid to our ~~CEO, Chief Financial Officer and our three other most highly compensated~~ NEOs during ~~the~~ fiscal ~~year ended February 1, 2020.~~

Name and Principal Position

Year

Salary
($)

Bonus
($)⁽¹⁾

Stock
Awards
($)⁽²⁾⁽³⁾

Option
Awards
($)⁽²⁾⁽³⁾

Non-Equity
Incentive Plan
Compensation ($)⁽⁴⁾

Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)⁽⁵⁾

All Other
Compensation
($)⁽⁶⁾

Total ($)
Leslie H. Wexner
Chairman of the Board, CEO

2019

$900,000

$0

$794,107

$126,676

$1,032,300

$676,394

$253,744

$3,783,221

2018

1,000,000

0

952,729

244,137

1,383,900

638,289

334,255

4,553,310

2017

2,000,000

0

920,767

253,420

1,112,320

601,942

807,128

5,695,577

Stuart B. Burgdoerfer
Executive Vice President,
Chief Financial Officer

2019

900,000

0

1,260,644

238,495

1,114,884

89,235

303,913

3,907,171

2018

900,000

0

1,748,530

117,737

1,411,578

79,008

260,080

4,516,933

2017

900,000

0

1,616,479

83,980

1,022,040

70,437

316,520

4,009,456

Charles C. McGuigan
Chief Operating Officer,
CEO/President, Mast Global

2019

1,300,000

0

1,820,925

344,496

1,610,388

139,555

428,769

5,644,133

2018

1,300,000

0

2,059,168

169,926

2,038,946

123,879

369,008

6,060,927

2017

1,300,000

0

2,434,972

121,308

1,476,280

110,693

451,336

5,894,589

Shelley M. Milano
Chief Human Resources Officer

2019

900,000

0

1,260,644

238,495

805,194

18,876

191,411

3,414,620

2018

849,846

0

1,357,942

114,894

996,408

8,979

133,123

3,461,192

James L. Bersani
President, Real Estate

2019

794,231

0

1,120,586

211,995

770,784

180,374

233,514

3,311,484

2018

766,923

0

1,775,448

98,009

923,523

164,461

202,717

3,931,081

2022, 2021 and 2020, as applicable.


NAME AND PRINCIPAL POSITION	YEAR		SALARY ($)		BONUS ($)⁽¹⁾		STOCK AWARDS ($)⁽²⁾⁽³⁾		OPTION AWARDS ($)⁽²⁾⁽³⁾		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)⁽⁴⁾		CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($)⁽⁵⁾		ALL OTHER COMPENSATION ($)⁽⁶⁾		TOTAL ($)

Gina Boswell Chief Executive Officer		2022		213,462		1,500,000		3,853,024		0		1,080,964		0		261,541		6,908,991

Wendy Arlin Chief Financial Officer		2022		790,385		1,088,000		2,392,464		0		1,076,400		0		43,392		5,390,641
Wendy Arlin Chief Financial Officer		2021		712,884		496,000		1,858,830		0		1,143,775		20,777		56,044		4,288,310

Julie Rosen President, Retail		2022		969,231		1,400,000		3,508,347		0		1,872,000		0		40,930		7,790,508
		2021		866,153		0		1,169,319		271,987		1,804,102		0		21,018		4,132,579
		2020		277,885		1,000,000		849,986		0		805,632		0		870		2,934,373

Deon Riley Chief Human Resources Officer		2022		792,308		1,090,000		2,488,354		0		936,000		0		553,477		5,860,139
		2021		758,077		1,750,000		1,052,655		231,194		1,096,346		0		41,189		4,929,461
		2020		54,808		0		749,996		0		720,000		0		209		1,525,013

Michael Wu Chief Legal Officer and Corporate Secretary		2022		715,385		761,250		2,180,189		0		848,250		0		645,765		5,150,839
Michael Wu Chief Legal Officer and Corporate Secretary

Sarah Nash⁽⁷⁾ Former Interim Chief Executive Officer and Executive Chair		2022		1,159,286		0		17,412,228		0		3,001,050		0		1,222,449		22,795,013


Andrew Meslow⁽⁸⁾ Former Chief Executive Officer		2022		410,192		2,000,000		0		0		0		0		7,057,247		9,467,439
		2021		1,335,577		4,000,000		5,444,545		1,903,973		4,625,208		80,547		278,777		17,668,627
		2020		1,183,462		0		12,330,555		0		4,489,428		146,274		345,220		18,494,939

(1)

~~Performance-based incentive compensation bonuses are disclosed~~

The bonus amount paid to Ms. Boswell represents a one-time cash sign-on bonus in ~~this table~~connection with her hire in 2022. The after-tax amount of Ms. Boswell’s hiring bonus is subject to repayment to the Company upon certain terminations of employment prior to the first anniversary of her hire date. Bonus amounts for Ms. Arlin and Mr. Meslow include payment in fiscal 2022 of the final installment of the special cash retention awards approved by the HCC Committee during fiscal 2020 to ensure long-term retention during particularly turbulent times for our business in the amount of $248,000 and $2,000,000, respectively, conditioned on their continued employment through January 31, 2022. The bonus amount reported for Ms. Riley includes a cash retention bonus of $250,000 awarded in connection with her hire in fiscal 2020 and set forth in her employment agreement. The bonus amounts also include the first two installments of the Cash Retention Bonuses under the ~~Non-Equity Incentive Plan~~ 2022 Retention Program awarded to each of Mses. Arlin, Rosen and Riley and Mr. Wu during fiscal 2022 in such amounts and subject to the terms as described above under the heading “—Compensation ~~column. None of our NEOs received~~Discussion and Analysis—Compensation for NEOs—Compensation Components—2022 Retention Program,” including a ~~nonperformance-based award in fiscal 2019.~~requirement to repay to the Company such cash retention bonuses previously paid (on an after-tax basis) if the executive voluntarily terminates his or her employment prior to the third retention bonus installment payment date.

(2)

The value of stock and option awards reflects the aggregate grant date fair value, excluding estimated forfeitures, computed in accordance with ~~Accounting Standards Codification (“ASC”)~~ASC Topic 718 Compensation—Stock Compensation, for each award. Stock options are valued using the Black-Scholes option pricing model. The grant date fair value of the PSUs granted to the NEOs during fiscal 2022 was calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Subtopic 718-10, excluding the effect of estimated forfeitures. The grant date value of the PSUs granted to the NEOs in fiscal 2022 assuming the maximum level of performance conditions will be achieved is $2,719,664 for Ms. Arlin, $4,176,179 for Ms. Rosen, $2,791,038 for Ms. Riley and $2,473,641 for Mr. Wu. Mses. Boswell and Nash and Mr. Meslow were not granted any PSUs in fiscal 2022.

See Note 2016 to the Company’s financial statements filed in the ~~2019~~ 2022 10-K for the related assumptions for stock ~~options~~awards granted during fiscal ~~2019, 2018 and 2017~~2022 and for a discussion of our assumptions in determining the aggregate grant date fair value of these awards. ~~Awards vest over time and, therefore, are not realizable on an annual basis, nor is the ultimate value determinable without reference to future performance.~~

(3)

Stock and option awards were granted to each NEO under the ~~Company’s 2015~~2020 Plan. Awards are long-term compensation and generally vest over ~~three~~two to ~~five~~three years and are not realizable on an annual basis. See discussion under the heading “—Compensation Discussion and Analysis—Compensation for NEOs—Compensation Components—Long-Term Equity Compensation” for additional detail.

(4)

Represents the aggregate of the non-equity performance-based incentive compensation for the applicable ~~fiscal~~ Spring and Fall ~~selling~~ seasons. Incentive compensation targets are set based on a percentage of base salary and are paid seasonally based on the achievement of adjusted operating income results. ~~The following table illustrates~~Ms. Boswell’s fiscal 2022 incentive payout was pro-rated based on the ~~amount~~number of days that she served in the ~~compensation which is paid in cash and voluntarily deferred:~~Chief Executive

Paid in Cash
($)

Deferred
Cash
($)

Total
($)
Mr. Wexner

$1,004,689

$27,611

$1,032,300
Mr. Burgdoerfer

1,076,103

38,781

1,114,884
Mr. McGuigan

1,563,126

47,262

1,610,388
Ms. Milano

621,588

183,606

805,194
Mr. Bersani

737,903

32,881

770,784

48 Bath & Body Works, Inc. | 2023 Proxy Statement

~~(5)~~

Officer role during the Fall season. See the discussion under the heading “—Compensation Discussion and Analysis—Compensation for NEOs—Short-Term Performance-Based Incentive Compensation” for additional detail.

(5)

The Company does not sponsor a defined benefit retirement plan ~~(tax-qualified~~(tax-qualified or non-qualified). ~~For~~ The Company’s non-qualified deferred compensation plan was terminated in fiscal 2019, the amounts shown represent the amount by which earnings on each NEO’s non-qualified plan balance at an annual effective rate of 5.59% exceed 120% of the applicable federal long-term rate at the time the rate was set2020, and balances were distributed in ~~October 2018.~~July 2021.

(6)	The following table ~~details~~and related footnotes detail all other compensation paid to each NEO during ~~our last~~ fiscal ~~year:~~2022:

Financial
Planning
Services
Provided to
Executive
($)

Incremental
Company Cost
to Provide
Supplemental
Life and
Disability
Insurance
Coverage
($)

Company
Contributions to
the Executive’s
Qualified and
Non-Qualified
Retirement Plan
Account
($)

Total
($)
Mr. Wexner

$0

$1,977

$251,767

$253,744
Mr. Burgdoerfer

9,500

2,664

291,749

303,913
Mr. McGuigan

0

2,582

426,187

428,769
Ms. Milano

0

2,400

189,011

191,411
Mr. Bersani

9,500

2,145

221,869

233,514


	INCREMENTAL COMPANY COST TO PROVIDE SUPPLEMENTAL LIFE AND DISABILITY INSURANCE COVERAGE ($)		COMPANY CONTRIBUTIONS TO THE EXECUTIVES’ QUALIFIED RETIREMENT PLAN ACCOUNT ($)		FINANCIAL PLANNING BENEFIT ($)		EXECUTIVE PHYSICAL ($)		PERSONAL USE OF COMPANY AIRCRAFT ($)^(a)		COMMUTING EXPENSE ALLOWANCE ($)^(b)		RELOCATION ($)^(c)		TRANSITION PAY ($)^(d)		BOARD CASH RETAINER ($)^(e)		TOTAL ($)

Ms. Boswell		35		0		0		0		199,562		0		61,944		0		0		261,541

Ms. Arlin		672		30,720		12,000		0		0		0		0		0		0		43,392

Ms. Rosen		840		26,090		14,000		0		0		0		0		0		0		40,930

Ms. Riley		672		26,090		14,000		3,600		0		0		509,115		0		0		553,477

Mr. Wu		609		13,890		13,199		3,600		0		0		614,467		0		0		645,765

Ms. Nash		84		0		14,000		0		1,107,815		84,066		0		0		16,484		1,222,449

Mr. Meslow		228		12,200		0		0		0		0		0		7,044,819		0		7,057,247

(a)

The amount reflects the aggregate incremental cost to the Company of Mses. Boswell’s and Nash’s personal use of the Company’s aircraft. The Company calculates the aggregate incremental cost to the Company based on an hourly charge for use of Company aircraft that includes variable charges such as fuel, salaries of flight personnel, landing and parking fees and variable maintenance as well as certain fixed fees associated with operating the Company’s aircraft. See “—Compensation Discussion and Analysis—Compensation for NEOs—Other Benefits and Perquisites—Perquisites” for additional information. Ms. Boswell’s personal usage of Company aircraft was solely related activities in connection with her relocation to the Columbus, Ohio region. See “—Compensation Discussion and Analysis—Compensation for NEOs—Other Benefits and Perquisites—Perquisites” for additional information.

(b)

In connection with trips to and from the Company’s headquarters in Columbus, Ohio during her interim service as an executive officer of the Company, Ms. Nash was provided an expense allowance of $22,500 per quarter (pro-rated for partial quarters) to offset hotel, ground transportation and meal expenses while working in Columbus, Ohio.

(c)

As part of Mses. Boswell’s and Riley’s and Mr. Wu’s relocation packages to Columbus, Ohio, (i) Ms. Boswell received $33,852 of relocation assistance with an additional $28,092 of related tax assistance in connection therewith; Ms. Riley received $433,166 of relocation assistance with an additional $75,949 of related tax assistance in connection therewith; and Mr. Wu received $562,156 of relocation assistance with an additional $52,311 of related tax assistance in connection therewith. Ms. Riley and Mr. Wu completed their relocations to the Columbus, Ohio region during fiscal 2022. The Company anticipates that Ms. Boswell will complete her relocation during fiscal 2023. According to the Company’s policy, if an executive voluntarily resigns or is terminated for cause (i) before the first anniversary of their hire date, the executive is obligated to reimburse the Company for 100% of the relocation benefits and (ii) before the second anniversary of their hire date, the executive is obligated to reimburse the Company for one-half of the relocation benefits.

(d)

Represents payments to Mr. Meslow pursuant to his Transition and Release Agreement in connection with his termination of employment. For additional details regarding Mr. Meslow’s Transition and Release Agreement, see “—Compensation Discussion and Analysis—Compensation for NEOs—Severance and Change in Control Agreements—Mr. Meslow” above.

(e)

For fiscal 2022, the Board approved Board Chair compensation of $500,000 annually, payable 50% in cash and 50% in stock. Ms. Nash ceased being a non-associate director on February 22, 2022. Board Cash Retainer reflects the pro-rated amount of Ms. Nash’s Board Chair annual cash compensation of $250,000 for her service as a non-associate director of the Company from January 30, 2022, through February 22, 2022, prior to Ms. Nash commencing her service as an interim executive officer.

(7)	Ms. Nash ceased to serve as Interim Chief Executive Officer on December 1, 2022, and served as Executive Chair until the end of fiscal 2022. Effective as of January 29, 2023, Ms. Nash transitioned from her role as Executive Chair to become the independent, non-executive Chair of the Board.

(8)	Mr. Meslow ceased to serve as Chief Executive Officer and terminated employment due to health reasons on May 12, 2022.

2023 Proxy Statement | Bath & Body Works, Inc. 49

41

~~TABLE OF CONTENTS~~

~~Grants of Plan-Based Awards for Fiscal 2019~~


		Grants of Plan-based Awards for Fiscal 2022
		Grants of Plan-based Awards for Fiscal 2022

The following table provides information relating to plan-based awards and opportunities granted to the NEOs during ~~the~~ fiscal ~~year ended February 1, 2020.~~

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards⁽¹⁾

Estimated Future Payouts
Under Equity Incentive Plan
Awards⁽²⁾

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)⁽³⁾

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)⁽⁴⁾

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards
($)⁽⁵⁾
Name

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Leslie H. Wexner

1/29/2020

30,233

$23.22

$126,676

1/29/2020

15,116

$297,785

1/29/2020

12,597

25,194

37,791

$496,322

$300,000

$1,500,000

$3,000,000

Stuart B. Burgdoerfer

3/28/2019

38,654

$27.94

$238,495

3/28/2019

19,327

$472,738

3/28/2019

16,106

32,212

48,318

$787,906

$324,000

$1,620,000

$3,240,000

Charles C. McGuigan

3/28/2019

55,834

$27.94

$344,496

3/28/2019

27,917

$682,850

3/28/2019

23,264

46,528

69,792

$1,138,075

$468,000

$2,340,000

$4,680,000

Shelley M. Milano

3/28/2019

38,654

$27.94

$238,495

3/28/2019

19,327

$472,738

3/28/2019

16,106

32,212

48,318

$787,906

$234,000

$1,170,000

$2,340,000

James L. Bersani

3/28/2019

34,359

$27.94

$211,995

3/28/2019

17,180

$420,223

3/28/2019

14,317

28,633

42,950

$700,363

$224,000

$1,120,000

$2,240,000

2022.


NAME	GRANT DATE		APPROVAL DATE		ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS⁽¹⁾						ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS⁽²⁾						ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS⁽³⁾ (#)		ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)	EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS⁽⁴⁾ ($)
NAME	GRANT DATE		APPROVAL DATE		THRESHOLD ($)		TARGET ($)		MAXIMUM ($)		THRESHOLD (#)		TARGET (#)		MAXIMUM (#)					EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS⁽⁴⁾ ($)

Ms. Boswell		12/1/2022		11/1/2022														92,443				3,853,024

						110,868		554,341		1,108,682

Ms. Arlin		3/9/2022		3/9/2022								6,291		12,581		18,872						570,674

		3/9/2022		3/9/2022														12,581				579,355

		5/13/2022		5/11/2022								12,560		25,120		37,680						1,242,435

						184,000		920,000		1,840,000

Ms. Rosen		3/9/2022		3/9/2022								7,864		15,727		23,591						713,377

		3/9/2022		3/9/2022														15,727				724,228

		5/13/2022		5/11/2022								20,934		41,867		62,801						2,070,742

						320,000		1,600,000		3,200,000

Ms. Riley		3/9/2022		3/9/2022								6,815		13,630		20,445						618,257

		3/9/2022		3/9/2022														13,630				627,662

		5/13/2022		5/11/2022								12,560		25,120		37,680						1,242,435

						160,000		800,000		1,600,000

Mr. Wu		3/9/2022		3/9/2022								5,767		11,533		17,300						523,137

		3/9/2022		3/9/2022														11,533				531,095

		5/13/2022		5/11/2022								11,383		22,765		34,148						1,125,957

						145,000		725,000		1,450,000

Ms. Nash		3/10/2022		3/10/2022														374,376				17,412,228

						397,998		1,989,989		3,979,978

Mr. Meslow⁽⁵⁾						513,000		2,565,000		5,130,000

(1)

Non-Equity Incentive Plan Awards represent the Threshold, Target and Maximum opportunities under the 2015 ICPP for the ~~2019~~fiscal 2022 Spring and Fall seasons. The actual amount earned for fiscal 2022 under this plan is disclosed in the ~~2019~~2022 Summary Compensation Table in the ~~“Non-Equity~~“Non-Equity Incentive Plan Compensation” column. Ms. Nash’s fiscal 2022 threshold, target and maximum amounts are pro-rated based on the number of days that she served in the Interim Chief Executive Officer role during the Spring season. Ms. Boswell’s fiscal 2022 threshold, target and maximum amounts are pro-rated based on the number of days that she served in the Chief Executive Officer role during the Fall season.

(2)

Equity Incentive Plan Awards were PSUs granted pursuant to the ~~Company’s 2015~~2020 Plan. ~~The awards will~~Grant dates were established on the date the grants were approved (or otherwise deemed effective) by the HCC Committee. Awards granted on March 9, 2022 vest aton the ~~end~~third anniversary of the ~~three year performance period,~~grant date. Awards granted on May 13, 2022, vest on the second anniversary of the grant date. The March 9, 2022, and May 13, 2022, awards are subject to continued employment through such vesting date, with the number of shares to be awarded determined based on the Company’s ~~relative~~ achievement of (i) revenue growth during the ~~three year~~two- or three-year performance period, as applicable, relative to the Performance Peer Group and (ii) cumulative operating income as a percentage of cumulative sales over the two- or three-year performance period, as applicable, in each case as set forth under the heading ~~“Long-Term~~“—Compensation Discussion and Analysis—Compensation for NEOs—Compensation Components—Long-Term Equity ~~Compensation”.~~Compensation.”

(3)

All Other Stock Awards were RSUs granted pursuant to the ~~Company’s 2015~~2020 Plan. Grant dates were established on the date the grants were approved (or otherwise deemed effective) by the ~~Compensation~~HCC Committee. Awards granted on March 9, 2022 and December 1, 2022 vest ~~100%~~30% on each of the first and second anniversaries of the grant date, and 40% on the third anniversary of the grant date, subject to continued ~~employment.~~

~~(4)~~

~~Option Awards were granted pursuant to~~employment through each such date. Ms. Nash’s award vests 33% on each of the ~~Company’s 2015 Plan. Option~~first and second anniversaries of the grant ~~dates were established~~date, and 34% on the date the grants were approved by the Compensation Committee and the exercise price is the closing price of Common Stock on the grant date. Option Awards vest in three equal installments on the first through third ~~anniversaries~~anniversary of the grant date, subject to Ms. Nash’s continued ~~employment.~~service as a member of the Board through each such date.

~~(5)~~

(4)

The value of stock ~~and option~~ awards reflects the grant date fair value under ASC Topic 718 Compensation—Stock Compensation for each award. ~~Options are valued using~~The grant date fair values of the ~~Black-Scholes option pricing model~~PSUs granted to the NEOs during fiscal 2022 were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the ~~following weighted average assumptions~~estimate of aggregate compensation cost to be recognized over the service period determined as ~~set forth in~~of the grant date under ASC Subtopic 718-10, excluding the effect of estimated forfeitures. See Note 16 to the Company’s financial statements filed in the ~~2019 10-K: dividend yield~~2022 10-K for the related assumptions for stock awards granted during fiscal 2022 and for a discussion of ~~4.4%, volatility of 40%, risk free interest rate of 2.2% and expected life of 3.2 years. RSUs and PSUs are valued based on~~ the Company’s assumptions in determining the aggregate grant date fair ~~market~~ value of ~~a share~~these awards.

(5)	In light of ~~Common Stock on~~his announced departure in February 2022, Mr. Meslow was not eligible for payment under the ~~date of grant, adjusted~~non-equity incentive plan and did not receive any long-term incentive compensation awards in fiscal 2022.

50 Bath & Body Works, Inc. | 2023 Proxy Statement


		Outstanding Equity Awards at Fiscal Year-end for ~~anticipated dividend yields.~~2022

42

~~TABLE OF CONTENTS~~

~~Outstanding Equity Awards at Fiscal Year-End for Fiscal 2019~~

The following table provides information relating to outstanding equity awards granted to the NEOs as of the fiscal year ~~end, February 1, 2020.~~

Option Awards

Restricted Stock Awards
Name

Grant
Date

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Grant
Date

Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)⁽²¹⁾

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)⁽²⁵⁾
Leslie H. Wexner

1/31/2013

161,559

0

0

45.03

1/31/2023

3/29/2013

55,129

0

0

41.88

3/29/2023

1/30/2014

124,191

0

0

49.38

1/30/2024

3/31/2014

42,585

0

0

54.21

3/31/2024

1/28/2015

124,539

0

0

81.11

1/28/2025

4/02/2015

18,426

7,899⁽¹⁾

0

91.17

4/02/2025

1/27/2016

91,588

39,253⁽²⁾

0

91.71

1/27/2026

3/31/2016

10,932

16,400⁽³⁾

0

87.81

3/31/2026

1/25/2017

37,834

56,750⁽⁴⁾

0

61.85

1/25/2027

3/31/2017

4,777

19,108⁽⁵⁾

0

47.10

3/31/2027

1/30/2019

0

40,894⁽⁶⁾

0

27.51

1/30/2029

1/29/2020

0

30,233⁽⁷⁾

23.22

1/29/2030

1/28/2015

0

0

37,363⁽⁸⁾

865,327

4/02/2015

0

0

7,899⁽⁹⁾

182,941

1/27/2016

0

0

78,505⁽¹⁰⁾

1,818,176

3/31/2016

0

0

16,400⁽¹¹⁾

379,824

1/25/2017

0

0

75,667⁽¹²⁾

1,752,448

3/31/2017

0

0

19,108⁽¹³⁾

442,541

1/30/2019

0

0

40,894⁽¹⁴⁾

947,105

1/29/2020

15,116⁽¹⁵⁾

350,087

25,194⁽¹⁶⁾

583,493
Stuart B. Burgdoerfer

3/31/2011

12,773

0

0

26.43

3/31/2021

3/30/2012

17,329

0

0

41.54

3/30/2022

3/29/2013

23,611

0

0

41.88

3/29/2023

3/31/2014

22,797

0

0

54.21

3/31/2024

4/02/2015

9,819

4,211⁽¹⁾

0

91.17

4/02/2025

3/31/2016

3,416

5,125⁽³⁾

0

87.81

3/31/2026

3/31/2017

2,866

11,465⁽⁵⁾

0

47.10

3/31/2027

3/21/2018

0

17,599⁽¹⁷⁾

0

39.42

3/21/2028

3/28/2019

0

38,654⁽¹⁸⁾

0

27.94

3/28/2029

4/02/2015

0

0

9,825⁽⁹⁾

227,547

3/31/2016

0

0

18,791⁽¹¹⁾

435,200

3/31/2017

0

0

33,546⁽¹³⁾

776,925

3/21/2018

0

0

17,599⁽¹⁹⁾

407,593

4/25/2018

0

0

44,416⁽²⁰⁾

1,028,675

3/28/2019

19,327⁽²¹⁾

447,613

32,212⁽²²⁾

746,030

43

ended January 28, 2023. Pursuant to the terms of the Employee Matters Agreement, dated as of August 2, 2021, by and between the Company and Victoria’s Secret & Co., each applicable stock option, RSU and PSU held by our associates (including the applicable NEOs) as of such date was equitably adjusted upon the occurrence of the separation of the Company and Victoria’s Secret & Co. The amounts included in the table below for our applicable NEOs reflect these equitable adjustments. The market value of the stock awards assumes a stock price of $44.65, the closing price of our Common Stock on January 27, 2023 (the last trading day during fiscal 2022).

~~TABLE OF CONTENTS~~

Option Awards

Restricted Stock Awards
Name

Grant
Date

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Grant
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)⁽²¹⁾

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)⁽²⁵⁾
Charles C. McGuigan

3/31/2011

22,991

0

0

26.43

3/31/2021

3/30/2012

20,580

0

0

41.54

3/30/2022

3/29/2013

28,037

0

0

41.88

3/29/2023

3/31/2014

27,071

0

0

54.21

3/31/2024

4/02/2015

14,395

6,171⁽¹⁾

0

91.17

4/02/2025

3/31/2016

4,441

6,663⁽³⁾

0

87.81

3/31/2026

3/31/2017

4,140

16,561⁽⁵⁾

0

47.10

3/31/2027

3/21/2018

0

25,400⁽¹⁷⁾

0

39.42

3/21/2028

3/28/2019

0

55,834⁽¹⁸⁾

0

27.94

3/28/2029

4/02/2015

0

0

14,400⁽⁹⁾

333,504

3/31/2016

0

0

24,427⁽¹¹⁾

565,729

3/31/2017

0

0

50,531⁽¹³⁾

1,170,298

3/21/2018

0

0

25,400⁽¹⁹⁾

588,264

4/25/2018

0

0

46,954⁽²⁰⁾

1,087,455

3/28/2019

27,917⁽²¹⁾

646,558

46,528⁽²²⁾

1,077,588
Shelley M. Milano

3/31/2016

5,381

0

0

87.81

3/31/2026

3/31/2017

2,106

8,427⁽⁵⁾

0

47.10

3/31/2027

3/21/2018

0

13,794⁽¹⁷⁾

0

39.42

3/21/2028

5/16/2018

0

3,839⁽²³⁾

0

34.19

5/16/2028

3/28/2019

0

38,654⁽¹⁸⁾

0

27.94

3/28/2029

3/31/2017

19,662⁽²⁴⁾

455,372

0

0

3/21/2018

13,794⁽²⁵⁾

319,469

0

0

5/16/2018

0

0

36,012⁽²⁶⁾

834,038

3/28/2019

19,327⁽²¹⁾

447,613

32,212⁽²²⁾

746,030
James L. Bersani

3/31/2011

28,373

0

0

26.43

3/31/2021

3/30/2012

11,279

0

0

41.54

3/30/2022

3/29/2013

11,638

0

0

41.88

3/29/2023

3/31/2014

9,260

0

0

54.21

3/31/2024

4/02/2015

4,029

1,728⁽¹⁾

0

91.17

4/02/2025

3/31/2016

3,416

5,125⁽³⁾

0

87.81

3/31/2026

3/31/2017

2,388

9,555⁽⁵⁾

0

47.10

3/31/2027

3/21/2018

0

14,650⁽¹⁷⁾

0

39.42

3/21/2028

3/28/2019

0

34,359⁽¹⁸⁾

0

27.94

3/28/2029

4/02/2015

4,033⁽²⁷⁾

93,404

0

0

3/31/2016

10,079⁽²⁸⁾

233,430

0

0

3/31/2017

28,662⁽²⁴⁾

663,812

0

0

3/21/2018

14,650⁽²⁵⁾

339,294

0

0

4/25/2018

48,787⁽²⁹⁾

1,129,907

0

0

3/28/2019

17,180⁽²¹⁾

397,889

28,633⁽²²⁾

663,140


			OPTION AWARDS											STOCK AWARDS
NAME	GRANT DATE		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (# EXERCISABLE)		NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (# UNEXERCISABLE)			EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)		OPTION EXERCISE PRICE ($)		OPTION EXPIRATION DATE		GRANT DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)			MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)			EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)

Ms. Boswell															12/1/2022		92,443	⁽²⁾		4,127,580

Ms. Arlin		3/29/2013		1,625		0			0		33.80		3/29/2023		3/16/2021		15,418	⁽³⁾		688,414

		3/31/2014		2,854		0			0		43.75		3/31/2024		5/19/2021		9,664	⁽⁴⁾		431,498

		5/7/2014		568		0			0		41.15		5/7/2024		8/18/2021		4,710	⁽⁵⁾		210,302

		4/2/2015		3,055		0			0		73.58		4/2/2025		3/9/2022		12,581	⁽⁶⁾		561,742		12,581	⁽¹⁰⁾		561,742

		3/31/2016		5,292		0			0		70.87		3/31/2026		5/13/2022							25,120	⁽¹¹⁾		1,121,608

		3/31/2017		6,905		0			0		38.01		3/31/2027

		3/21/2018		13,964		0			0		31.81		3/21/2028

Ms. Rosen		3/16/2021		0		12,334	⁽¹⁾		0		48.64		3/16/2031		9/28/2020		33,403	⁽⁷⁾		1,491,444

															3/16/2021		6,168	⁽³⁾		275,401		10,279	⁽¹²⁾		458,957

															8/18/2021		4,710	⁽⁵⁾		210,302

															3/9/2022		15,727	⁽⁶⁾		702,211		15,727	⁽¹⁰⁾		702,211

															5/13/2022							41,867	⁽¹¹⁾		1,869,362

Ms. Riley		3/16/2021		0		10,484	⁽¹⁾		0		48.64		3/16/2031		3/16/2021		5,242	⁽³⁾		234,055		8,738	⁽¹²⁾		390,152

															8/18/2021		4,710	⁽⁵⁾		210,302

															3/9/2022		13,630	⁽⁶⁾		608,580		13,630	⁽¹⁰⁾		608,580

															5/13/2022							25,120	⁽¹¹⁾		1,121,608

Mr. Wu															5/19/2021		9,664	⁽⁴⁾		431,498

															8/18/2021		1,767	⁽⁵⁾		78,897

															3/9/2022		11,533	⁽⁶⁾		514,948		11,533	⁽¹⁰⁾		514,948

															5/13/2022							22,765	⁽¹¹⁾		1,016,457

Ms. Nash															8/20/2020		3,770	⁽⁸⁾		168,331

															3/10/2022		374,376	⁽⁹⁾		16,715,888

Mr. Meslow⁽¹³⁾		4/2/2015		7,133		0			0		73.58		5/12/2023

		3/31/2016		10,583		0			0		70.87		5/12/2023

(1)	~~Options~~ 50% of the options vested on March 16, 2023, and the remaining 50% will vest on ~~April 2, 2020.~~March 16, 2024.

(2)	~~Options~~ Shares vest 30% on December 1, 2023, 30% on December 1, 2024, and 40% on December 1, 2025.

2023 Proxy Statement | Bath & Body Works, Inc. 51

(3)	50% of the shares vested on March 16, 2023, and the remaining 50% will vest on ~~January 27, 2021.~~March 16, 2024.

~~(3)~~
(4)

~~Options~~

Shares vest ~~50%~~43% on May 19, 2023, and 57% on May 19, 2024.

(5)	Shares vest 43% on August 18, 2023, and 57% on August 18, 2024.

(6)	30% of the shares vested on March ~~31, 2020~~9, 2023, and ~~50%~~the remaining will vest 30% on March ~~31, 2021.~~

~~(4)~~

~~Options vest 50% on January 25, 2021~~9, 2024, and ~~50% on January 25, 2022.~~

~~(5)~~

~~Options vest 25%~~40% on March ~~31, 2020, 37.5%~~9, 2025.

(7)	Shares vest 100% on September 28, 2023.

(8)	Shares vest 100% on August 20, 2023.

(9)	33% of the shares vested on March ~~31, 2021 and 37.5% on March 31, 2022.~~

~~(6)~~

~~Options vest 20% on January 30, 2021, 20% on January 30, 2022, 30% on January 30,~~10, 2023, and ~~30% on January 30, 2024.~~

~~(7)~~

~~Options~~the remaining will vest 33% on ~~January 29, 2021, 33% on January 29, 2022~~March 10, 2024, and ~~33% on January 29, 2023.~~

44

~~TABLE OF CONTENTS~~

~~(8)~~

The time-based vesting conditions on these shares vested on January 28, 2020, however, the performance-based vesting restrictions are still subject to review and approval by our Compensation Committee.

~~(9)~~

~~Shares vest on April 2, 2020, subject to achievement of a performance condition.~~

~~(10)~~

The time-based vesting conditions for 50% of these shares vested on January 27, 2020, however, the performance-based vesting restrictions are still subject to review and approval by our Compensation Committee. Remaining shares vest on January 27, 2021, also subject to achievement of a performance condition.

~~(11)~~

~~Shares vest 50%~~34% on March ~~31, 2020 and 50% on March 31, 2021, subject to achievement of a performance condition.~~10, 2025.

~~(12)~~

(10)

The time-based vesting conditions for 25% of these shares vested on January 25, 2020, however, the performance-based vesting restrictions are still subject to review and approval by our Compensation Committee. Remaining shares vest 50% on January 25, 2021 and 50% on January 25, 2022, also subject to achievement of a performance condition.

~~(13)~~

Subject to achievement of a performance ~~condition,~~conditions assumed at target, 100% of these shares vest ~~25%~~ on March ~~31, 2020, 37.5% on March 31, 2021 and 37.5% on March 31, 2022.~~9, 2025.

~~(14)~~

(11)

Subject to achievement of a performance ~~condition,~~conditions assumed at target, 100% of these shares vest ~~20%~~ on ~~January 30, 2021, 20% on January 30, 2022, 30% on January 30, 2023 and 30% on January 30,~~May 13, 2024.

~~(15)~~
(12)

~~Shares vest on January 29, 2023.~~

~~(16)~~

~~Shares vest on January 29, 2023, subject to achievement of a performance condition.~~

~~(17)~~

~~Options vest 20% on March 21, 2020, 20% on March 21, 2021, 30% on March 21, 2022 and 30% on March 21, 2023.~~

~~(18)~~

~~Options vest 33% on March 28, 2020, 33% on March 28, 2021, and 33% on March 28, 2022.~~

~~(19)~~

Subject to achievement of a performance ~~condition, shares vest 20% on March 21, 2020, 20% on March 21, 2021, 30% on March 21, 2022 and 30% on March 21, 2023.~~

~~(20)~~

~~Subject to achievement~~conditions assumed at target, 100% of ~~a performance condition, shares vest 20% on April 25, 2020, 20% on April 25, 2021, 30% on April 25, 2022 and 30% on April 25, 2023.~~

~~(21)~~

~~Shares vest on March 28, 2022.~~

~~(22)~~

~~Subject to achievement of a performance condition,~~these shares vest on March ~~28, 2022.~~16, 2024.

~~(23)~~
(13)

~~Options vest 20% on May 16,~~

Outstanding stock options held by Mr. Meslow at the time of his termination of employment were treated in accordance with the existing terms of the 2020 ~~20% on May 16, 2021, 30% on May 16, 2022~~Plan (and its predecessor plan) and ~~30% on May 16, 2023.~~the applicable award agreements thereunder (i.e., stock options that were vested at the time of his separation remain exercisable for one year following his separation date and unvested stock options were forfeited).

~~(24)~~	~~Shares vest 25% on March 31, 2020, 37.5% on March 31, 2021~~
		Option Exercises and ~~37.5% on March 31, 2022.~~Stock Vested Information for Fiscal 2022

~~(25)~~

~~Shares vest 20% on March 21, 2020, 20% on March 21, 2021, 30% on March 21, 2022 and 30% on March 21, 2023.~~

~~(26)~~

~~Subject to achievement of a performance condition, shares vest 20% on May 16, 2020, 20% on May 16, 2021, 30% on May 16, 2022 and 30% on May 16, 2023.~~

~~(27)~~

~~Shares vest on April 2, 2020.~~

~~(28)~~

~~Shares vest 50% on March 31, 2020 and 50% on March 31, 2021.~~

~~(29)~~

~~Shares vest 20% on April 25, 2020, 20% on April 25, 2021, 30% on April 25, 2022 and 30% on April 25, 2023.~~

45

~~TABLE OF CONTENTS~~

~~Option Exercises and Stock Vested Information for Fiscal 2019~~

The following table provides information relating to ~~Option Awards~~option awards exercised and RSU ~~Awards~~and PSU awards vested during ~~the~~ fiscal ~~year ended February 1, 2020.~~

Option Awards

Restricted Stock Awards

Number of
Shares
Acquired on
Exercise (#)

Value
Realized on
Exercise ($)

Number of
Shares
Acquired on
Vesting (#)

Value
Realized on
Vesting ($)⁽¹⁾
Leslie H. Wexner

0

0

150,622

3,382,970
Stuart B. Burgdoerfer

0

0

35,872

805,685
Charles C. McGuigan

0

0

48,711

1,094,049
Shelley M. Milano

0

0

17,472

481,878
James L. Bersani

0

0

24,745

680,210

2022.


	OPTION AWARDS				STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)		VALUE REALIZED ON EXERCISE ($)⁽¹⁾		NUMBER OF SHARES ACQUIRED ON VESTING (#)		VALUE REALIZED ON VESTING ($)⁽²⁾

Ms. Boswell		0		0		0		0

Ms. Arlin		0		0		47,865		2,309,393

Ms. Rosen		0		0		2,019		81,285

Ms. Riley		0		0		14,379		596,079

Mr. Wu		0		0		4,899		196,281

Ms. Nash		0		0		2,829		109,369

Mr. Meslow		93,737		1,479,167		89,434		4,431,580

(1)	~~Restricted~~ Option Award Value Realized is calculated based on the difference between the sale price and the option exercise price.

(2)	Stock Award Value Realized is calculated based on the closing stock price on the date the RSUs or PSUs vested.

52 Bath & Body Works, Inc. | 2023 Proxy Statement

46

~~TABLE OF CONTENTS~~

~~Retirement and Other Post-Employment Benefits~~

~~Non-qualified Deferred Compensation for Fiscal 2019~~⁽¹⁾

Name

Executive
Contributions
in Last Fiscal
Year ($)⁽²⁾

Registrant
Contributions
in Last Fiscal
Year ($)⁽³⁾

Aggregate
Earnings in
Last Fiscal
Year ($)⁽⁴⁾

Aggregate
Withdrawals/
Distributions
($)⁽⁵⁾

Aggregate
Balance at
Last Fiscal
Year End ($)⁽⁶⁾
Leslie H. Wexner

59,527

234,903

1,890,521

0

35,816,769
Stuart B. Burgdoerfer

60,845

263,685

249,411

0

4,825,631
Charles C. McGuigan

91,620

398,123

390,056

0

7,537,439
Shelley M. Milano

48,670

165,163

52,757

0

1,203,784
James L. Bersani

43,531

193,805

514,052

0

9,888,432

~~(1)~~	Amounts disclosed include non-qualified cash deferrals, Company matching contributions, retirement credits and earnings under the Company’s Supplemental Retirement Plan (a non-qualified defined contribution plan) and stock deferrals and related reinvested dividend earnings under the Company’s amended and restated 1993 Stock Option and Performance Incentive Plan (the “1993 Plan”), 2011 Plan and 2015 Plan. Executive Contributions and related matching Registrant Contributions represent 2019 calendar year deferrals and matches on incentive compensation payments earned based on performance for the Fall 2018 season, which was paid
		Potential Payments Upon Termination or Change in ~~March 2019, and for the Spring 2019 season, which was paid in August 2019.~~Control

~~(2)~~

~~All of the contributions are reported in the 2019 Summary Compensation Table under the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns.~~

~~(3)~~

Reflects the Company’s 200% match of associate contributions of up to 3% of base salary and bonus above the IRS qualified plan maximum compensation limit and the Company’s retirement contribution of 6% for less than five years of service or 8% for five or more years of service of compensation above the IRS qualified plan maximum compensation limit. Associates become fully vested in these contributions after six years of service. These contributions are also included under the “All Other Compensation” column of the 2019 Summary Compensation Table.

~~(4)~~

~~Non-qualified deferred cash compensation balances earn a fixed rate of interest determined prior to the beginning of each year.~~

The portion of the earnings on deferred cash compensation that exceeds 120% of the applicable federal long-term rate in the amount of $676,394, $89,235, $139,555, $18,876 and $180,374 for Mr. Wexner, Mr. Burgdoerfer, Mr. McGuigan, Ms. Milano and Mr. Bersani, respectively, is disclosed in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the 2019 Summary Compensation Table.

Amount includes dividends earned on deferred stock and RSU balances in the amount of $9,906 for Mr. Bersani. Dividends are reinvested into additional stock units based on the closing market price of Common Stock on the dividend payment date.

~~(5)~~

Participants may elect to receive the funds in a lump sum or in up to ten annual installments following termination of employment, but generally may not make withdrawals during their employment. Deferrals under the Supplemental Retirement Plan, the 1993 Plan, the 2011 Plan and the 2015 Plan are unfunded.

~~(6)~~

Balance includes the value of deferred stock and RSUs at calendar year-end in the amount of $198,868 for Mr. Bersani. Value is calculated based on a stock price of $23.16 per share of Common Stock on January 31, 2020.

~~Estimated Post-Employment Payments and Benefits~~

We have entered into certain agreements with our current NEOs that will require us to provide compensation in the event of ~~a termination~~certain terminations of employment, including a termination following a change in control of our Company.

~~Mr. Wexner is not covered by such an agreement but is entitled to certain termination compensation under the terms of our benefit and stock plans.~~

The following tables set forth the expected benefits to be received by each of ~~the other~~our current NEOs in the event of termination resulting from various scenarios, assuming a termination date of ~~February 1, 2020~~January 28, 2023, and a stock price of ~~$23.16,~~$44.65, the closing price of our Common Stock on January ~~31, 2020.~~27, 2023 (the last trading day during fiscal 2022). Each scenario relates to the single termination event described and amounts are not cumulative in situations where multiple scenarios may apply.

47

~~TABLE OF CONTENTS~~

Assumptions and explanations of the numbers set forth in the tables below are set forth in additional text following the tables.⁽¹⁾

~~Leslie H. Wexner~~

Involuntary Without Cause or
Voluntary With Good Reason

Involuntary
Without Cause
following
Change in
Control
($)

Death
($)⁽⁵⁾

Disability
($)

Voluntary
Resignation/
Retirement
($)

w/out
Release
($)

& Signed
Release
($)

Base Salary

$0

0

$0

$0

$0

$0
Bonus⁽²⁾

0

0

0

0

0

Gain of Accelerated Stock Options⁽³⁾

0

0

0

0

0

0
Value of Pro-rated or Accelerated PSUs/RSUs⁽³⁾

0

3,730,520

7,321,941

7,321,941

7,321,941

3,730,520
Benefits and Perquisites⁽⁴⁾

48,619

48,619

48,619

1,848,619

503,045

48,619
Tax Gross-Up

N/A

N/A

N/A

N/A

N/A

N/A
Total

$48,619

$3,779,139

$7,370,560

$9,170,560

$7,824,986

$3,779,139

~~Stuart B. Burgdoerfer~~

Involuntary Without Cause or
Voluntary With Good Reason

Involuntary
Without Cause
following
Change in
Control
($)

Death
($)⁽⁵⁾

Disability
($)

Voluntary
Resignation/
Retirement
($)

w/out
Release
($)

& Signed
Release
($)

Base Salary

$900,000

$1,800,000

$1,800,000

$0

$0

$0
Bonus⁽²⁾

0

1,620,000

2,526,462

0

0

0
Gain of Accelerated Stock Options⁽³⁾

0

0

0

0

0

0
Value of Pro-rated or Accelerated PSUs/RSUs⁽³⁾

0

1,652,813

4,069,583

4,069,583

4,069,583

1,652,813
Benefits and Perquisites⁽⁴⁾

65,405

72,148

72,148

1,851,919

505,291

51,919
Tax Gross-Up

N/A

N/A

N/A

N/A

N/A

N/A
Total

$965,405

$5,144,961

$8,468,193

$5,921,502

$4,574,874

$1,704,732

~~Charles C. McGuigan~~

Involuntary Without Cause or
Voluntary With Good Reason

Involuntary
Without Cause
following
Change in
Control
($)

Death
($)⁽⁵⁾

Disability
($)

Voluntary
Resignation/
Retirement
($)

w/out
Release
($)

& Signed
Release
($)

Base Salary

$1,300,000

$2,600,000

$2,600,000

$0

$0

$0
Bonus⁽²⁾

0

2,340,000

3,649,334

0

0

0
Gain of Accelerated Stock Options⁽³⁾

0

0

0

0

0

0
Value of Pro-rated or Accelerated PSUs/RSUs⁽³⁾

0

2,235,264

5,469,396

5,469,396

5,469,396

2,235,264
Benefits and Perquisites⁽⁴⁾

91,497

98,324

98,324

2,077,843

631,257

77,843
Tax Gross-Up

N/A

N/A

N/A

N/A

N/A

N/A
Total

$1,391,497

$7,273,588

$11,817,054

$7,547,239

$6,100,653

$2,313,107


	INVOLUNTARY WITHOUT CAUSE OR VOLUNTARY WITH GOOD REASON ($)		INVOLUNTARY WITHOUT CAUSE FOLLOWING CHANGE IN CONTROL ($)		DEATH⁽⁶⁾ ($)		DISABILITY ($)		VOLUNTARY OR RETIREMENT ($)
Ms. Boswell

Base Salary⁽¹⁾		3,000,000		3,000,000		—		—		—

IC⁽²⁾		5,700,000		7,315,950		—		—		—

Value of Vested Stock⁽³⁾		114,661		4,127,580		4,127,580		4,127,580		—

Benefits and Perquisites⁽⁴⁾		48,257		48,257		2,000,000		300,000		—

Total		8,862,918		14,491,787		6,127,580		4,427,580		—
Ms. Arlin⁽⁷⁾

Base Salary⁽¹⁾		1,600,000		1,600,000		—		—		—

IC⁽²⁾		1,840,000		2,220,175		—		—		—

Cash Retention⁽⁵⁾		360,000		360,000		360,000		360,000		—

Value of Vested Stock⁽³⁾		2,063,678		3,575,304		3,575,304		3,575,304		—

Benefits and Perquisites⁽⁴⁾		45,183		45,183		1,600,000		300,000		—

Total		5,908,861		7,800,662		5,535,304		4,235,304		—
Ms. Rosen

Base Salary⁽¹⁾		2,000,000		2,000,000		—		—		—

IC⁽²⁾		3,200,000		3,676,102		—		—		—

Cash Retention⁽⁵⁾		600,000		600,000		600,000		600,000		—

Value of Vested Stock⁽³⁾		3,920,047		5,709,887		5,709,887		5,709,887		—

Benefits and Perquisites⁽⁴⁾		48,257		48,257		2,020,945		320,945		—

Total		9,768,304		12,034,246		8,330,832		6,630,832		—
Ms. Riley

Base Salary⁽¹⁾		1,600,000		1,600,000		—		—		—

IC⁽²⁾		1,600,000		2,032,346		—		—		—

Cash Retention⁽⁵⁾		360,000		360,000		360,000		360,000		—

Value of Vested Stock⁽³⁾		1,892,892		3,173,276		3,173,276		3,173,276		—

Benefits and Perquisites⁽⁴⁾		48,257		48,257		1,611,112		311,112		—

Total		5,501,149		7,213,879		5,144,388		3,844,388		—
Mr. Wu

Base Salary⁽¹⁾		1,450,000		1,450,000		—		—		—

IC⁽²⁾		1,450,000		1,821,978		—		—		—

Cash Retention⁽⁵⁾		326,250		326,250		326,250		326,250		—

Value of Vested Stock⁽³⁾		1,479,522		2,556,748		2,556,748		2,556,748		—

Benefits and Perquisites⁽⁴⁾		—		—		1,461,112		311,112		—

Total		4,705,772		6,154,976		4,344,110		3,194,110		—

2023 Proxy Statement | Bath & Body Works, Inc. 53

48

~~TABLE OF CONTENTS~~

~~Shelley M. Milano~~

Involuntary Without Cause or
Voluntary With Good Reason

Involuntary
Without Cause
following
Change in
Control
($)

Death
($)⁽⁵⁾

Disability
($)

Voluntary
Resignation/
Retirement
($)⁽⁶⁾

w/out
Release
($)

& Signed
Release
($)

Base Salary

$900,000

$1,800,000

$1,800,000

$0

$0

$0
Bonus⁽²⁾

0

1,170,000

1,801,602

0

0

0
Gain of Accelerated Stock Options⁽³⁾

0

0

0

0

0

0
Value of Pro-rated or Accelerated PSUs/RSUs⁽³⁾

0

935,456

2,802,522

2,802,522

2,802,522

0
Benefits and Perquisites⁽⁴⁾

44,080

51,784

51,784

1,911,054

564,906

0
Tax Gross-Up

N/A

N/A

N/A

N/A

N/A

N/A
Total

$944,080

$3,957,240

$6,455,908

$4,713,576

$3,367,428

$0

~~James L. Bersani~~

Involuntary Without Cause or
Voluntary With Good Reason

Involuntary
Without Cause
following
Change in
Control
($)

Death
($)⁽⁵⁾

Disability
($)

Voluntary
Resignation/
Retirement
($)

w/out
Release
($)

& Signed
Release
($)

Base Salary

$800,000

$1,600,000

$1,600,000

$0

$0

$0
Bonus⁽²⁾

0

1,120,000

1,694,307

0

0

0
Gain of Accelerated Stock Options⁽³⁾

0

0

0

0

0

0
Value of Pro-rated or Accelerated PSUs/RSUs⁽³⁾

0

1,339,366

3,520,876

3,520,876

3,520,876

1,339,366
Benefits and Perquisites⁽⁴⁾

49,900

56,727

56,727

2,036,246

464,660

36,246
Tax Gross-Up

N/A

N/A

N/A

N/A

N/A

N/A
Total

$849,900

$4,116,093

$6,871,910

$5,557,122

$3,985,536

$1,375,612


	INVOLUNTARY TERMINATION OF SERVICE ($)		CHANGE IN CONTROL ($)		DEATH⁽⁶⁾ ($)		DISABILITY ($)		VOLUNTARY RESIGNATION FROM THE BOARD ($)
Ms. Nash

Base Salary		—		—		—		—		—

IC		—		—		—		—		—

Value of Vested Stock⁽³⁾		16,884,219		16,884,219		16,884,219		16,884,219		—

Benefits and Perquisites⁽⁴⁾		—		—		1,500,000		300,000		—

Total		16,884,219		16,884,219		18,384,219		17,184,219		—

(1)

~~Assumes~~

In the event of a termination of the NEO’s employment by the Company other than for “Cause” or by the NEO for “Good Reason,” other than during the three-month period prior to or the 24-month period following a “Change in Control,” the NEO will receive continued payment of base salary for 24 months following the termination date in accordance with the Company’s normal payroll practices. If such termination occurs within the three-month period prior to or the 24-month period following a Change in Control, the NEO will receive a lump sum payment equal to two times his or her annual base salary. The foregoing payments are subject to such NEO’s execution and non-revocationof ~~February 1, 2020.~~a release of claims.

(2)

~~Bonus amounts assumed at target. Under “Involuntary without Cause~~

In the event of a termination of the NEO’s employment by the Company other than for “Cause” or ~~Voluntary with Good Reason” termination scenarios, actual~~by the NEO for “Good Reason,” other than during the three-month period prior to or the 24-month period following a “Change in Control,” the NEO will receive bonus payments ~~would be equal to~~based on the bonus ~~payment~~amounts the NEO would have received ~~if he or she~~under the 2015 ICPP had the NEO remained employed ~~with~~by the Company for four seasons following the NEO’s termination date plus a ~~period of one year after~~pro rata amount for the season in which the termination ~~date of February 1, 2020. Under an “Involuntary Without Cause~~occurs. If such termination occurs within the three-month period prior to or the 24-month period following a Change in ~~Control” termination scenario, bonus payments~~Control, the NEO will bereceive a lump sum amount equal to the sum of the last four seasonal bonus payments ~~received.~~received under the 2015 ICPP, plus a pro rata amount for the season in which the termination occurs (based on an average of the prior four payments received). For purposes of these tables, future bonus amounts are assumed at target levels. For Ms. Boswell, the seasonal target incentive award opportunity was used for purposes of calculating the last four seasonal bonus payments since she was not eligible for four seasonal payouts due to the date of her commencement of employment.

(3)

Reflects the value of the “double-trigger” acceleration of unvested ~~RSUs, PSUs and~~ stock options, ~~that, subject to achievement of pre-established performance conditions, if applicable, would become vested based on~~RSUs and PSUs in the ~~$23.16 fair market value~~event of a ~~share of Common Stock on the last trading day~~termination of the ~~fiscal year (January 31, 2020).~~NEO’s employment by the Company without “Cause” or by the NEO for “Good Reason” within three months prior to or 24 months following a “Change in Control” or due to the NEO’s death or “Disability.” In the event of a termination of the NEO’s employment by the Company without “Cause” or by the NEO for “Good Reason” absent a “Change in Control,” unvested stock options, RSUs and PSUs will accelerate on a pro-rated basis. For purposes of these tables, PSUs are assumed achieved at target levels. Under the terms of Ms. Nash’s equity awards, her RSUs (i) will be forfeited upon her voluntary resignation from the Board or her voluntary determination not to stand for reelection to the Board prior to vesting and (ii) will vest in full upon her involuntary termination of service or termination of service or due to death or disability.

(4)

~~Estimates~~

Reflects estimates for benefits and perquisites ~~include the pro rata value of retirement plan contributions on earnings accrued up~~payable to the NEOs upon a termination ~~date and~~of employment, which includes an amount equal to two years of COBRA premiums (based on the ~~continuation~~premium rate in effect as of ~~medical, dental and other insurance benefits.~~January 28, 2023). Under the ~~“Death”~~death and ~~“Disability”~~disability scenarios, ~~includes~~the applicable amounts include proceeds from life and disability insurance policies, as applicable, and the value of unvested retirement plan balances that would become ~~vested.~~vested, as applicable.

(5)	In the case of the NEO’s termination of employment by the Company without “Cause,” by the NEO for “Good Reason,” due to the death of the NEO or the NEO’s disability, the amounts reflect remaining unpaid retention bonus amounts, as applicable.

(6)

Generally, in the event of ana NEO’s death, subject to the achievement of any underlying performance conditions, any time-vesting conditions are deemed satisfied. ~~Upon death, any outstanding RSUs or PSUs held by Mr. Wexner vest in full without regard to performance.~~ RSUs and PSUs awarded to our ~~other~~ NEOs continue to be subject to continued vesting based on ~~performance (except for RSUs granted~~performance.

(7)

On April 6, 2023, the Company announced that Ms. Arlin will cease serving as Chief Financial Officer effective on July 29, 2023, or such earlier date on which her successor commences employment with the Company. If the Transition Date occurs before July 29, 2023, Ms. Arlin is expected to ~~Mr. Bersani~~remain a Company associate through July 29, 2023, and be available to provide transition services in connection with the appointment of a new Chief Financial Officer. Subject to Ms. Arlin’s continued employment in good standing through the Separation Date, on such date Ms. Arlin’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 and the executive retention agreement between the Company and Ms. ~~Milano, for whom there are no performance conditions attached~~Arlin, each dated May 13, 2022, in accordance with and subject to the ~~RSU grants awarded in March or April~~terms thereof, including the Company’s receipt of ~~2018).~~an effective release of claims against the Company from Ms. Arlin.

~~(6)~~

Ms. Milano has not met the age and/or service requirement to qualify for pro rata RSU or PSU vesting and retirement plan contributions under the retirement provisions of the 2011 Plan, the 2015 Plan and the qualified and non-qualified retirement plans.

~~Assumptions~~

In connection with Mr. Meslow’s termination of employment and ~~Explanations~~his entering into the Transition and Release Agreement, Mr. Meslow will receive an aggregate cash amount equal to $7.0 million, payable in accordance with the Company’s normal payroll practices over 24 months following his termination of ~~Numbers in Tables~~

employment. In addition, Mr. Meslow will be eligible to receive Company paid health coverage under the Company’s group health plan for up to 24 months, valued at $44,819 as of January 28, 2023. Because Ms. Nash’s appointment as Executive Chair and Interim Chief Executive Officer was intended to be temporary, the Company did not enter into an agreement with Ms. Nash that provides for severance protection.

The ~~Compensation~~HCC Committee retains discretion to provide, and in the past has provided, additional benefits to NEOs upon termination or resignation if it determines the circumstances so warrant.

The tables do not include the payment of the aggregate balance of the NEO’s non-qualified deferred compensation that is disclosed in the Non-qualified Deferred Compensation for Fiscal 2019 table above.

54 Bath & Body Works, Inc. | 2023 Proxy Statement

49

~~TABLE OF CONTENTS~~

Confidentiality, ~~Non-Competition~~Non-competition and ~~Non-Solicitation~~Non-solicitation Agreements

As a condition to each NEO’s entitlement to receive certain severance payments and equity vesting acceleration upon certain termination scenarios, the NEO is required to execute a release of claims against usthe Company and shall be bound by the terms of certain restrictive covenants, including non-competition and non-solicitation agreements which prohibit the NEO from soliciting or diverting any current or potential ~~employee,~~associates, customer or supplier or competing with any of ~~our~~the Company’s businesses in which he or she has been employed for a period of one year from the date of termination.

Termination Provisions—Definitions of Cause and Good Reason

The agreements for ~~all NEOs other than~~Mses. Boswell, Arlin, Rosen and Riley and Mr. ~~Wexner, who does not have an agreement,~~Wu contain customary definitions of cause and good reason. “Cause” generally means that ~~(1) for Mr. Burgdoerfer, he willfully failed to perform his or her duties with~~(i) the ~~Company (other than a failure resulting from the NEO’s incapacity due to physical or mental illness), or for our other NEOs, he or she~~applicable NEO was grossly negligent in the performance of his or her duties with the ~~Company; (2)~~Company (in each case, other than a failure resulting from his or her incapacity due to physical or mental illness); (ii) the NEO has pled “guilty” or “no contest” to or has been convicted of an act which is defined as a felony under federal or state law; ~~or (3)~~(iii) the NEO engaged in misconduct in bad faith ~~(or, in Mr. Burgdoerfer’s case “willful misconduct”)~~ which could reasonably be expected to materially harm the Company’s business or its ~~reputation.~~

reputation; or (iv) the NEO committed or engaged in sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing or a violation of any policy of the Company relating to sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation related to the foregoing.

In addition, ~~Messrs. Burgdoerfer~~Mses. Boswell, Arlin, Rosen and ~~McGuigan~~Riley and Mr. Wu have the right to resign for “Good Reason” in case of certain events. “Good Reason” generally means ~~(1)~~(i) for Ms. Boswell, the ~~NEO’s~~ failure to continue as Chief Executive Officer of the Company (or, in the event of a ~~capacity originally contemplated~~change in control, the resulting ultimate parent company) and, for Mses. Arlin, Riley and Rosen and Mr. Wu, a material diminution in the NEO’s position as of the date set forth in the severance agreement; ~~(2)~~(ii) the assignment to the NEO of any duties materially inconsistent with, ~~the NEO’s position,~~and that constitute a material adverse change to, his or her duties, authority, responsibilities or reporting requirements ~~as set out in~~or structure, including, for Mses. Arlin, Riley and Rosen and Mr. Wu, ceasing being a direct report of the Chief Executive Officer of the Company; (iii) his or her ~~agreement; (3) a material reduction of or a delay in payment of~~mandatory relocation to an office location more than fifty (50) miles from the NEO’s ~~total cash compensation and benefits from those required to be provided; (4)~~principal office location in the ~~requirement that, for Mr. Burgdoerfer the NEO be based outside of~~ Columbus, Ohio ~~and for Mr. McGuigan, the NEO be based outside of the United States, in each case other than for travel that is reasonably required to carry out the NEO’s duties; or (5)~~area; (iv) the failure by the Company to obtain the assumption in writing of its obligation to perform the agreement by a ~~successor.~~

successor; (v) for Ms. Boswell only, a reduction in her annual base salary, target annual bonus opportunity or target annual equity award opportunity (other than any across the board reduction in annual base salary not to exceed 15% of the annual base salary (and corresponding decrease in target annual bonus opportunity) that applies uniformly to Ms. Boswell and similarly situated executives of the Company); (vi) for Ms. Boswell only, the Company’s failure to renominate Ms. Boswell to the Board upon the expiration of her term of service as a member of the Board occurring during her employment; or (vii) for Ms. Boswell only, any other material breach by the Company of any material agreement between her and the Company.

Payments Upon a Termination in Connection with a Change in Control

A “Change in Control” of the Company will generally be deemed to have occurred upon the first to occur of any of the following ~~events to occur:~~

events:

~~(a)~~

(a)

any person, together with all affiliates, becomes a beneficial owner of securities representing 33% or more of the combined voting power of the voting stock then outstanding;

~~(b)~~

(b)

during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board (and any new director, whose election by the Board or nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then in office who either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any reason to constitute a majority of directors then constituting the Board;

~~(c)~~

(c)

a reorganization, merger or consolidation of the Company is consummated, unless more than 50% of the outstanding shares of Common Stock resulting from such reorganization, merger or consolidation are beneficially owned by individuals and entities who beneficially owned ~~Common Stock~~the Company’s voting stock outstanding just prior to such reorganization, merger or consolidation; or

~~(d)~~

(d)

the consummation of a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

Participants in the ~~2015~~2020 Plan (and its predecessor plan) receive accelerated vesting of equity awards upon a Change in Control in the event of the participant’s termination of employment (other than for Cause) within 24 months of the Change in Control (“double trigger” vesting).

2023 Proxy Statement | Bath & Body Works, Inc. 55

No Tax Gross-up

In the event of ~~a termination following~~ a Change in Control, none of our NEOs are entitled to reimbursement or gross-up for any excise taxes that may be imposed under Section 280G of the Code.

50

~~TABLE OF CONTENTS~~

~~Executive Summary~~

We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee, resulted in ~~CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:~~
	2022 Pay Ratio Disclosure
	2022 Pay Ratio Disclosure	•		~~On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down~~ ~~15%~~ ~~and adjusted operating income is down~~ ~~14%~~ ~~while actual CEO direct compensation is down~~ ~~20%~~.
•			~~On a three year basis (from January 27, 2017 through January 31, 2020) our stock price is down~~ ~~61%~~ ~~and adjusted operating income is down~~ ~~40%~~ ~~while actual CEO direct compensation is down~~ ~~79%~~.
•			~~On a five year basis (from January 30, 2015 through January 31, 2020) our stock price is down~~ ~~73%~~ ~~and adjusted operating income is down~~ ~~37%~~ ~~while actual CEO direct compensation is down~~ ~~87%~~.

CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.

51

~~TABLE OF CONTENTS~~

~~Fiscal 2019 Director Compensation~~

~~The following table sets forth compensation earned by the individuals who served as directors of the Company during fiscal 2019~~⁽¹⁾.

Name

Fees Earned or
Paid in
Cash ($)⁽²⁾

Stock
Awards ($)⁽³⁾

Total ($)
Patricia S. Bellinger

$121,900

$121,902

$243,802
E. Gordon Gee

134,400

134,419

268,819
Dennis S. Hersch⁽⁴⁾

30,475

121,902

152,377
Donna A. James

164,400

144,422

308,822
David T. Kollat⁽⁴⁾⁽⁵⁾

115,675

156,911

272,586
Michael G. Morris

135,155

124,417

259,572
Sarah E. Nash⁽⁴⁾

96,369

111,906

208,276
Robert H. Schottenstein

124,400

124,417

248,817
Anne Sheehan⁽⁴⁾

87,406

111,906

199,313
Stephen D. Steinour

111,900

111,928

223,828
Allan R. Tessler

194,400

169,400

363,800
Abigail S. Wexner

141,900

131,905

273,805
Raymond Zimmerman

134,400

134,419

268,819

~~(1)~~

Directors who are also associates receive no additional compensation for their service as directors. Our current Board’s compensation plan does not provide for stock option awards, non-equity incentive plan compensation, pension or non-qualified deferred compensation. At the end of four years of membership on the Board, each member must maintain ownership of Common Stock equal to the amount of Common Stock received as director compensation over the four-year period.

~~(2)~~

Directors receive an annual cash retainer of $111,900; directors receive an additional annual cash retainer of $12,500 for membership on the Audit and Compensation Committees and $10,000 for all other committee memberships; the Audit Committee Chair receives an additional $20,000; the Compensation Committee Chair and the Nominating & Governance Committee Chair each receives an additional $15,000; and other committee chairs receive $10,000; and the lead independent director receives an additional cash retainer of $15,000.

~~(3)~~

Directors receive an annual stock retainer worth $111,900; directors receive an additional annual stock grant worth $12,500 for membership on the Audit and Compensation Committees and worth $10,000 for other committee memberships; and the lead independent director receives an additional stock retainer of $15,000. Stock retainers were granted under the 2015 Plan. The number of shares issued is calculated based on the fair market value of Common Stock on the date the shares were issued. The value of stock awards reflects the aggregate grant date fair value, excluding estimated forfeitures, computed in accordance with ASC Topic 718 Compensation—Stock Compensation, for each award. See Note 20 to the Company’s financial statements filed in the 2019 10-K for a discussion of our assumptions in determining the aggregate grant date fair value of these awards.

~~(4)~~

~~Mr. Hersch and Dr. Kollat retired from the Board and Ms. Nash and Ms. Sheehan were each named to the Board effective May 16, 2019.~~

~~(5)~~

~~Cash payments to Dr. Kollat include $67,033 for consulting services provided to the Compensation Committee following his retirement from the Board.~~

52

~~TABLE OF CONTENTS~~

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee of the Board is composed of three directors who are independent, as defined under the NYSE listing standards. Additionally, each member of the Compensation Committee is a “non-employee director” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934. The Compensation Committee reviews the CD&A on behalf of the Board.

The Compensation Committee has reviewed and discussed the CD&A with management, and based on the review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in the Company’s annual report on Form 10-K for the year ended February 1, 2020 and the Company’s proxy statement.

	We are committed to aligning our executive compensation with our Company’s performance. In connection with the Company’s continued decline in performance, the Compensation Committee reduced our CEO’s target and actual compensation each year since 2016. These actions by the Compensation Committee, resulted in ~~CEO compensation that decreased significantly more than the decline in performance. Specifically, when comparing fiscal 2019 CEO pay with performance:~~

	•			~~On a one year basis (from February 1, 2019 to January 31, 2020) our stock price is down~~ ~~15%~~ ~~and adjusted operating income is down~~ ~~14%~~ ~~while actual CEO direct compensation is down~~ ~~20%~~.
	•			~~On a three year basis (from January 27, 2017 to January 31, 2020) our stock price is down~~ ~~61%~~ ~~and adjusted operating income is down~~ ~~40%~~ ~~while actual CEO direct compensation is down~~ ~~79%~~.
	•			~~On a five year basis (from January 30, 2015 to January 31, 2020) our stock price is down~~ ~~73%~~ ~~and adjusted operating income is down~~ ~~37%~~ ~~while actual CEO direct compensation is down~~ ~~87%~~.

	CEO target and actual compensation for fiscal 2019 is near the lowest among our peers. The unfolding COVID-19 crisis and its impact on the economy and our business will be taken into account in reviewing and setting the compensation of NEOs as we go forward.

With these actions to reduce CEO pay, Mr. Wexner’s total compensation for fiscal 2019 was $3.8 million, which is well below the median of our peers. In addition, 2020 target pay is 37% below the median. In summary, there is alignment between our performance, our stockholders’ interests and our CEO’s pay. Accordingly, we recommend stockholders vote FOR the executive compensation program as outlined in Proposal 6.

			~~Compensation Committee~~

			~~Michael G. Morris, Chair~~
			~~E. Gordon Gee~~
			~~Robert H. Schottenstein~~

53

~~TABLE OF CONTENTS~~

~~2019 PAY RATIO DISCLOSURE~~

Pay Ratio

In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for ~~2019:~~

~~the median of the annual total compensation of all our employees (except our CEO) was $13,490;~~

~~the annual total compensation of our CEO was $3,783,221; and~~

~~the ratio of these two amounts is 280 to 1. We believe that this ratio is calculated in a manner consistent with the requirements of the Pay Ratio Rule.~~

fiscal 2022:

•

the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $10,669;

•

the annualized total compensation of our Chief Executive Officer was $9,964,565; and

•

the ratio of these two amounts is 934 to 1. We believe that this ratio is calculated in a manner consistent with the requirements of the Pay Ratio Rule.

Methodology for Identifying Our “Median Employee”

Identifying and Adjusting ~~our~~Our Employee Population

To identify the median of the annual total compensation of all of our employees (other than our Chief Executive Officer), we identified our total employee population as of ~~February 1, 2020,~~January 28, 2023, the last day inof our fiscal year. Our employee population consisted of full-time, part-time, seasonal and temporary employees globally.

Determining ~~our~~Our Median Employee

To identify our median employee, we calculated the cash compensation paid during the fiscal year for the employee population, annualizing the cash compensation of any permanent employee who joined the Company during the fiscal year. We identified the median compensation amount using this compensation measure which was consistently applied to all our employees in the calculation. We then selected a reasonably representative employee with total compensation equal to the median compensation amount as our “median ~~employee”.~~

employee.”

Using the methodologies described above, we determined that our median employee was a part-time, hourly employee. The total compensation of the median employee was ~~$13,490.~~

$10,669.

Determination of Annual Total Compensation of ~~our~~Our Median Employee and ~~our CEO~~

Our Chief Executive Officer

Once we identified our median employee, we then calculated such employee’s annual total compensation for ~~2019~~2022 using the same methodology we used for purposes of determining the annual compensation of our NEOs for ~~2019.~~

~~Our CEO’s~~2022.

For the purpose of calculating our Chief Executive Officer’s total annual compensation used to determine our CEO pay ratio, as permitted by Commission rules, we elected to annualize the compensation of Ms. Boswell, who was serving as Chief Executive Officer on January 28, 2023, the determination date for identifying our median employee. Since Ms. Boswell was appointed Chief Executive Officer effective on December 1, 2022, we annualized her Salary and Non-Equity Incentive Plan Compensation as disclosed in the 2022 Summary Compensation Table, and added the disclosed values of her Bonus, Stock Awards and other components of All Other Compensation to arrive at a value of $9,964,565, used for the ratio of annual total compensation for ~~2019 for purposes of the Pay Ratio Rule is equal~~our Chief Executive Officer to the annual total compensation for our median employee:

•

we annualized Ms. Boswell’s base salary to $1,500,000 (from the $213,462 reported in the 2022 Summary Compensation Table); and

•

we annualized Ms. Boswell’s non-equity incentive plan compensation to $2,850,000 based on her annual target amount (from the $1,080,964 reported in the 2022 Summary Compensation Table).

We did not annualize Ms. Boswell’s stock awards, as the full grant date fair value of those the one-time sign-on award is already included in Ms. Boswell’s fiscal 2022 compensation under Commission rules. Similarly, we did not annualize Ms. Boswell’s one-time cash sign-on bonus or her relocation benefit and aircraft usage in connection with her relocation from her residence in Florida, as those were benefits associated with a point in time and the full amount ~~reported~~is included in ~~the “Total” column in the 2019 Summary Compensation Table.~~

~~SEC~~Ms. Boswell’s fiscal 2022 compensation.

The Commission’s rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Our median employee worked approximately 2111 hours per week during fiscal ~~2019.~~2022. If the total compensation per hour earned by the median employee was extrapolated to full-time employment, the median employee’s annual total compensation would be approximately ~~$25,834~~$37,100 and the ratio would be ~~146~~269 to 1.

56 Bath & Body Works, Inc. | 2023 Proxy Statement


		2022 Pay Versus Performance Disclosure
		2022 Pay Versus Performance Disclosure

The following table sets forth the compensation for our Principal Executive Officers (“PEO”) and the average compensation for our other

non-PEO

NEOs, both as reported in the 2022 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (as defined under Commission rules) to such individuals for each of fiscal 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, our net income and our adjusted operating income over such years in accordance with Commission rules.


	BOSWELL (1)				NASH (1)				MESLOW (1)					WEXNER (1)
YEAR	SUMMARY COMPENSATION TABLE “SCT” TOTAL FOR PEO ($)		COMPENSATION ACTUALLY PAID TO PEO ($) (2)		SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)		COMPENSATION ACTUALLY PAID TO PEO ($) (2)		SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)		COMPENSATION ACTUALLY PAID TO PEO ($) (2)			SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)		COMPENSATION ACTUALLY PAID TO PEO ($) (2)

2022		6,908,991		7,029,815		22,795,013		21,646,899		9,467,439		(115,380,126	)		N/A		N/A

2021		N/A		N/A		N/A		N/A		17,668,627		90,562,269			N/A		N/A

2020		N/A		N/A		N/A		N/A		18,494,939		56,713,648			1,554,209		(1,902,884	)

54


	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) (2)(3)		AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) (2)(3)		VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
YEAR					TOTAL SHAREHOLDER RETURN ($) (4)		PEER GROUP TOTAL SHAREHOLDER RETURN ($) (4)		NET INCOME ($M)		ADJUSTED OPERATING INCOME ($M) (5)

2022		6,048,032		5,371,173		248.05		123.99		800		1,376

2021		5,340,605		6,947,481		297.58		149.72		1,333		2,019

2020		3,550,502		3,936,298		178.17		141.39		844		1,634

(1)	The Company’s PEOs include the following: (i) for fiscal 2022, Gina Boswell, Sarah Nash and Andrew Meslow; (ii) for fiscal 2021, Andrew Meslow; and (iii) for fiscal 2020, Andrew Meslow and Leslie Wexner.

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57

Table of Contents

(2)

The “compensation actually paid” (“CAP”) for the PEOs and average CAP for the Company’s

non-PEO

NEOs in each of fiscal 2022, 2021 and 2020 reflect such individuals’ “Total Compensation” for the applicable year (as reported in the Summary Compensation Table for such year), as reflected in the table above, adjusted as set forth in the table below in accordance with Commission rules. The dollar amounts of CAP reflected in the table above do not reflect the actual amount of compensation earned by or paid to the PEOs or our other NEOs during the applicable fiscal year, but rather reflect each NEO’s CAP for such year determined pursuant to Commission rules. For information regarding the decisions made by the HCC Committee in regards to the Company’s PEOs’ and other NEOs’ compensation for fiscal 2022, see “—Compensation Discussion and Analysis” above.


	TOTAL FROM SUMMARY COMPENSATION TABLE (“SCT”) ($)		SUBTRACT FAIR VALUE (“FV”) OF AWARDS GRANTED IN YEAR FROM SCT(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AT THE END OF THE COVERED FISCAL YEAR(a) ($)		ADD FV OF EQUITY AWARDS GRANTED DURING THE COVERED FISCAL YEAR AND VESTED DURING THE COVERED FISCAL YEAR(a) ($)		CHANGE IN FV OF ALL THE EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR AND VESTED DURING THE FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE COVERED FISCAL YEAR(a) ($)			CHANGE IN FV OF EQUITY AWARDS GRANTED DURING ANY PRIOR FISCAL YEAR REMAINING OUTSTANDING AND UNVESTED AS OF THE END OF THE COVERED FISCAL YEAR(a) ($)			COMPENSATION ACTUALLY PAID ($)

Fiscal 2022:

Ms. Boswell		6,908,991		3,853,024		3,973,847		0		0			0			0			7,029,815

Ms. Nash		22,795,013		17,412,228		16,342,298		0		(43,538	)		0			(34,646	)		21,646,899

Mr. Meslow		9,467,439		0		0		0		(451,632	)		(124,395,933	)		0			(115,380,126	)

Non-PEO NEO Average		6,048,032		2,642,339		2,409,483		0		(141,718	)		0			(302,285	)		5,371,173

Fiscal 2021:

Mr. Meslow		17,668,627		7,348,518		6,102,879		0		1,405,205			0			72,734,076			90,562,269

Non-PEO NEO Average		5,340,605		1,126,764		1,023,384		0		735,793			(480,289	)		1,454,751			6,947,481

Fiscal 2020:

Mr. Meslow		18,494,939		12,330,555		47,762,216		—		(287,960	)		—			3,075,007			56,713,648

Mr. Wexner		1,554,209		—		—		—		(1,416,835	)		(3,181,827	)		1,141,568			(1,902,884	)

Non-PEO NEO Average		3,550,502		266,664		318,622		—		(218,354	)		(760,169	)		1,312,361			3,936,298

(a)

Represents the fair value of equity awards calculated in accordance with ASC Topic 718 Compensation—Stock Compensation.

Stock options are valued on the applicable measurement date using the Black-Scholes option pricing model. Valuation assumptions are based on an expected term calculated as the product of (i) the original expected term multiplied by (ii) the ratio of remaining and original terms. Dividend yield is calculated based on the projected dividend at the time of measurement over the expected term. Volatility is calculated based on historical volatility at the time of measurement for the same time period as the expected term. The risk-free interest rate is based on U.S. treasury rates on the measurement date for a time period that most closely aligns with the expected term.

RSUs and PSUs are valued based on the fair market value of a share of Common Stock on the measurement date, adjusted for anticipated dividend yields. PSU value is determined based on the probable outcome of the performance conditions as of the applicable measurement date.

(3)

The average compensation for the

non-PEO

NEOs reflects the compensation for the following individuals: (i) for fiscal 2022, Wendy Arlin, Julie Rosen, Deon Riley and Michael Wu; (ii) for fiscal 2021, Wendy Arlin, James Bersani, Julie Rosen, Deon Riley and Stuart Burgdoerfer; and (iii) for fiscal 2020, Stuart Burgdoerfer, James Bersani, Julie Rosen, Deon Riley, Charles McGuigan and Shelley Milano.

(4)

TSR is cumulative for the measurement periods beginning on February 2, 2020, and ending on the last day of each of fiscal 2022, 2021 and 2020, calculated in accordance with Item 201(e) of Regulation

S-K,

including reinvestment of dividends. The Company’s stock prices prior to August 3, 2021, have been adjusted to give effect to the

spin-off

of Victoria’s Secret & Co. Peer group TSR for purposes of this table is calculated based on the Standard & Poor’s 500 Retail Composite Index.

(5)

Adjusted operating income is a

non-GAAP

financial measure that reflects the Company’s operating income excluding certain special items. Attached as Appendix A are reconciliations of the Company’s fiscal 2022, 2021 and 2020 adjusted operating income to the Company’s fiscal 2022, 2021 and 2020 GAAP operating income, as well as other important disclosures regarding

non-GAAP

financial measures. For fiscal 2022, we did not make any adjustments to operating income; therefore, for fiscal 2022, adjusted operating income is equal to our GAAP operating income.

58

Bath & Body Works, Inc. |

2023 Proxy Statement

Table of Contents

~~TABLE OF CONTENTS~~

~~SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT~~

Most Important Performance Measures for Fiscal 2022

The following table sets forth a list of the performance measures that we view as the “most important” measures for linking our PEO and other NEO pay to performance for fiscal 2022. While these financial measures are considered the most important measures, additional financial and other measures were also considered to align pay and performance as further described under the heading “—Compensation Discussion and Analysis” above.

PERFORMANCE MEASURE

Adjusted operating income

Revenue growth

Cumulative operating income as a percentage of cumulative sales (“operating income margin”)

From the above list of performance measures, we view adjusted operating income as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for fiscal 2022. Adjusted operating income is a key component of the Company’s performance-based incentive compensation program and is a performance measure over which our NEOs can have significant impact. In addition, adjusted operating income is directly linked to the Company’s long-term strategic growth plan and performance that drive stockholder value and is highly correlated with fluctuations in our stock price.

As for the other performance measures listed in the table above, revenue growth and operating income margin are equally weighted metrics in our long-term performance-based incentive compensation program for fiscal 2022, which was a key component of our NEOs’ pay in 2022.

For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2022, see “—Compensation Discussion and Analysis.”

Relationship Between CAP and TSR, Net Income and Adjusted Operating Income

The following charts illustrate the relationship between CAP and each of the Company’s total shareholder return, net income and adjusted operating income over the Company’s fiscal 2020, 2021 and 2022.

As reflected in the charts below, CAP increased in years of positive TSR performance and decreased in 2022 when the Company had negative TSR performance. This alignment of pay and performance reflects our compensation structure that emphasizes performance-based compensation.

CAP vs. TSR

The chart below shows that the cumulative amount of CAP to our PEOs and the average amount of CAP to our other NEOs are aligned with the Company’s TSR over the covered fiscal years. We believe this is due primarily to the significant emphasis we place on long-term equity incentive awards in our executive compensation program, the values of which are tied directly to our stock price performance, as well as the Company’s financial performance.

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Table of Contents

CAP vs. Net Income

The chart below reflects the close alignment of CAP with our net income. As shown in the chart below, the Company’s net income increased in fiscal 2021 compared to fiscal 2020 but decreased in fiscal 2022 when the challenging macroeconomic environment, including inflationary pressure, negatively impacted our cost structure and customer spending. The decrease in net income in fiscal 2022 is directly tied to corresponding decreases in our PEOs’ cumulative CAP and the average of our other NEOs’ CAP in fiscal 2022.

CAP vs. Adjusted Operating Income

As reflected in the chart below, the trend in our adjusted operating income performance during fiscal 2020 through 2022 is reflected in our PEOs’ cumulative CAP and the average of our other NEOs’ CAP during the same period. Adjusted operating income is a key company performance measure utilized under our short-term performance-based incentive compensation program, as well as our long-term equity incentive program (in the form of operating income margin). In fiscal 2020 and 2021, adjusted operating income performance exceeded expectations resulting in short-term incentive payouts above target. In fiscal 2022, short-term cash incentive payments to our NEOs reflected a lower percentage of target compared to prior years, which aligned with our adjusted operating income performance.

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Bath & Body Works, Inc. |

2023 Proxy Statement

Table of Contents

Relationship Between Company TSR and Peer Group TSR

As shown in the chart below, the Company’s three-year cumulative TSR has outperformed companies included in our industry index (S&P 500 Retail Composite Index).

2023 Proxy Statement

| Bath & Body Works, Inc.

61

Stockholder Proposal Regarding an Independent Board Chairman

(Item 5 on the Proxy Card)

John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, California 90278, owner of 90 shares of Common Stock, has notified the Company that he intends to submit the following proposal at the 2023 annual meeting:

Proposal 5 – Independent Board Chairman

LOGO

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

•

There is no statement that the lead director has a key role for the strategic direction of the company.

•

There is no example of a lead director prevailing when there is a disagreement between the Chairman/CEO and lead director.

A Lead Director is no substitute for an independent Board Chairman. A lead director is not responsible for the strategic direction of the company. And a Chairman/CEO can ignore the advice and feedback from a lead director. According to the 2022 Bath & Body Works annual meeting proxy the Lead Director has limited duties and lacks in having exclusive powers.

These are some of the vague principle tasks of the lead director according to the 2022 Bath & Body Works annual meeting proxy that allow for these conclusions:

•

serves as a liaison between the Executive Chair and independent directors, a role that others can play.

•

can only approve of information sent to the Board, no role in directing what specific information is initiated.

•

reviews proposed Board meeting agendas, a review that can be ignored.

•

approves meeting schedules but only to make sure there is enough time.

•

has the authority to call meetings of some of the directors, a role that others can play.

Plus management fails to give shareholders enough information on this topic to make a more informed decision. There is no management comparison of the exclusive powers of the Office of the Chairman and the de minimis exclusive powers of the Lead Director.

Please vote yes:

Independent Board Chairman – Proposal 5

62 Bath & Body Works, Inc. | 2023 Proxy Statement

RESPONSE TO STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN

The Board is committed to strong corporate governance and independent leadership on the Board. The Company’s Nominating & Governance Committee charter already requires that two separate people hold the office of the Chair and the office of the Chief Executive Officer. Our Board Chair is also an independent director. As such, the Board has determined that support for this proposal is unwarranted and further believes that requiring that the Chair be independent is not necessary to promote independent Board oversight and is not in the best interest of the Company and its stockholders. The Company believes that it is in the best interests of its stockholders to retain flexibility to determine the optimal leadership structure at any given time. In addition, the Company believes that the independence of our Board committees and other strong corporate governance practices ensure and encourage independent oversight. Consequently, the Board recommends a vote AGAINST the proposal.

Key Reasons to Vote Against this Proposal.

•

The Company already has an independent Board Chair.

•

The Company’s Nominating & Governance Committee charter already requires that our Chair be distinct from our Chief Executive Officer.

•

If our Chair is not an independent director, our corporate governance principles require that there will be a Lead Independent Director with robust leadership responsibilities to provide further independent oversight.

•

The Board believes that it should retain the flexibility to maintain a leadership structure that best serves the interests of the Company at a particular time.

•

The Company’s existing governance practices and current leadership structure promote effective and independent Board oversight.

•

The Company’s strong corporate governance policies, including stockholders’ right to call a special meeting and our robust stockholder outreach program, promote effective and independent Board oversight and accountability to stockholders.

The Company already has an independent Chair.

The Board already has an independent Chair. Its current Chair, Sarah Nash, is independent under the applicable Commission and NYSE standards. Since May 2020, Ms. Nash has been the independent Chair of our Board, except when she temporarily served as the non-independent Executive Chair from February 2022 until January 28, 2023, when the Company was identifying a permanent Chief Executive Officer and then to provide for a smooth transition. From March 10, 2022, through January 28, 2023, the Board appointed a Lead Independent Director to provide further independent oversight.

The Board believes that Ms. Nash’s strong leadership and governance experience enable her to lead the Board effectively and independently. As Chair, Ms. Nash presides at all meetings of stockholders and of the Board and, along with the rest of our directors, ensures that the Board’s time and attention are focused on the effective oversight of the matters most critical to the Company.

Our Nominating & Governance Committee charter already requires that our Chair be distinct from our Chief Executive Officer.

We therefore believe that it is unnecessary to adopt any additional policy or further amend our governing documents to separate these offices as suggested in the proposal.

If the Board were to elect a non-independent Chair in the future, the Board will designate a Lead Independent Director.

Our corporate governance principles provide that if the role of Chair were to be filled by a director that does not qualify as an independent director under the relevant standards, which again is not the current situation, the Board will designate a Lead Independent Director. If designated, our corporate governance principles provide that the Lead Independent Director will have the following roles and responsibilities:

•

presiding at all meetings of the Board at which the Chair is not present, including executive sessions of our independent and non-management directors;

•

serving as a liaison between our Chair and our independent and non-management directors;

•

approving information sent to the Board;

•

collaborating with the Chair to set meeting agendas for the Board;

•

approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•

having the authority to call meetings of the independent and non-management directors;

2023 Proxy Statement | Bath & Body Works, Inc. 63

•

if requested by major stockholders, ensuring that he or she is available for consultation and direct communication;

•

assisting the Chair and the Board in assuring compliance with and implementation of the Company’s corporate governance principles; and

•

performing any other duties that may be deemed appropriate or necessary by the Board.

The Board believes that it should retain the flexibility to maintain a leadership structure that best serves the interests of the Company at a particular time.

The Company’s governing documents provide the Board flexibility to determine the appropriate leadership structure for the Company, including whether the Chair should be independent. The most effective leadership structure at a given time will depend on a variety of factors, including the Company’s strategic direction, the Board’s assessment of its leadership needs at the time and the best interests of the Company’s stockholders.

While the Board believes that it is currently appropriate to have an independent Chair, it also believes that it should retain the ability to determine a leadership structure that best serves the interests of the Company and its stockholders at a particular time in accordance with its fiduciary duties, rather than pursuant to an inflexible policy established in advance. The stockholder proposal mandates a one-size-fits-all form of Board leadership that, if adopted, would unnecessarily limit the Board’s options in applying the leadership structure it needs to ensure appropriate alignment with the Company’s evolving business and strategic needs and selecting the most appropriate individual to lead the Board at any given time. The Board has deep knowledge of the strategic goals of the Company, the unique opportunities and challenges it faces, and the various capabilities of our directors and management, and is therefore best positioned to determine the most effective leadership structure to protect and enhance long-term stockholder value.

The Company’s existing governance practices and current leadership structure promote effective and independent Board oversight.

A policy requiring an independent Chair is also unnecessary given the Company’s strong governance practices and policies that encourage independent Board oversight and accountability to stockholders. The Company’s strong corporate governance policies and practices, including the items outlined below, empower our independent directors to effectively oversee management.

•

We have a diverse and experienced Board whose members are elected annually by our stockholders.

•

Our corporate governance principles require that a majority of our directors be independent, and that our Audit Committee, HCC Committee and Nominating & Governance Committee consist solely of independent directors.

•

All of our current directors, except our Chief Executive Officer, are independent, and all of our Board committees are composed entirely of independent directors.

•

The independent directors of the Board meet in regular executive sessions, providing opportunities for discussion regarding matters that they deem relevant or appropriate.

•

All directors have full access to all members of management, other Company associates and outside advisors.

•

Board composition and tenure decisions are in part based on feedback from our annual Board and Committee evaluations.

•

As a result of the Company’s Board refreshment efforts, more than 75% of the Company’s directors having joined the Board since 2019, and 12 of the Company’s 13 directors are independent, resulting in a balanced range of tenures and ensuring both continuity and fresh perspectives among our Board members.

The Company’s strong corporate governance policies, including our stockholders’ right to call a special meeting and our robust stockholder outreach program, promote effective and independent Board oversight and accountability to stockholders.

The Board believes that the Company’s corporate governance practices and policies provide transparency and accountability of the Board to all Company stockholders and allow stockholders to advance their points of view:

•

Right to Call Special Meeting. Our Bylaws permit stockholders holding at least 25% of our outstanding shares of Common Stock to call a special meeting.

•

Proxy Access for Director Nominations. The Company has adopted a proxy access bylaw that allows any stockholder (or group of up to 20 stockholders) owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the Company’s proxy statement director nominees constituting the greater of two directors or up to 20% of the Board.

•

Stockholder Nomination Rights. Our Bylaws permit stockholders to nominate directors for consideration at the annual meeting of stockholders.

64 Bath & Body Works, Inc. | 2023 Proxy Statement

•

Annual Elections of Directors. All of the Company’s directors are elected on an annual basis and by majority vote of the stockholders in uncontested elections, and stockholders can remove directors with or without cause.

•

Majority Voting for Charter and Bylaw Amendments. The Company’s charter and bylaw provisions do not have supermajority voting provisions—stockholders can approve binding charter and bylaw amendments with a majority vote.

The Company also has a robust stockholder outreach program that enables us to understand and respond to stockholder concerns and views on important issues, including corporate governance matters. In fiscal 2022, we met with approximately 55 of our stockholders representing more than 60% of our shares outstanding as of December 31, 2022, as well as other key stakeholders and prospective investors. We believe these meetings strengthen our relationship with our stockholders and reinforce our commitment to incorporate stockholder feedback into various decisions made by the Board and management.

In light of the Company’s strong corporate governance practices and policies and the need to retain the flexibility to maintain a leadership structure that best serves the interests of the Company at a particular time, the Board believes that adoption of the stockholder proposal is unnecessary and is not in the best interests of the Company and its stockholders.

WE RECOMMEND THAT YOU VOTE “AGAINST” THE ADOPTION OF THIS

STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR.

Beneficial Ownership of Common Stock

The following table includes certain information about the securities ownership of all directors ~~(and nominees)~~ of the Company, the executive officers of the Company named in the ~~“2019~~2022 Summary Compensation ~~Table”~~Table above and all directors and current executive officers of the Company as a group.

~~Name of Beneficial Owner~~

~~Number of Shares of Common~~
~~Stock Beneficially~~
~~Owned~~^(a)(b)

~~Percent of Class~~

~~Patricia S. Bellinger~~

NAME OF BENEFICIAL OWNER

NUMBER OF SHARES OF

COMMON STOCK BENEFICIALLY

OWNED⁽¹⁾⁽²⁾

~~11,271~~^(d)

PERCENT OF CLASS

*

~~James Bersani~~

~~213,848~~^(c)(e)

*

~~Stuart B. Burgdoerfer~~

Wendy Arlin

~~161,105~~^(c)

96,961

⁽³⁾

*

~~E. Gordon Gee~~

~~24,349~~^(d)

*

~~Donna A. James~~

Patricia Bellinger

~~65,305~~^(d)

33,141

⁽³⁾

*

~~Charles C. McGuigan~~

~~322,899~~^(c)(g)

*

~~Shelley B. Milano~~

Alessandro Bogliolo

~~44,110~~^(c)

3,463

⁽³⁾

*

~~Michael G. Morris~~

~~24,791~~^(d)

*

~~Sarah E. Nash~~

Gina Boswell

~~5,251~~^(d)

—

*

~~Robert H. Schottenstein~~

~~15,865~~^(d)(j)

*

~~Anne Sheehan~~

Lucy Brady

~~4,086~~^(d)

—

*

~~Stephen D. Steinour~~

~~16,277~~^(d)

*

~~Allan R. Tessler~~

Francis Hondal

~~116,501~~

5,154

⁽³⁾

*

~~Abigail S. Wexner~~

~~14,557,292~~^(f)

~~5.26%~~

~~Leslie H. Wexner~~

Thomas Kuhn

~~48,121,098~~^(c)(g)(h)

5,000

~~17.40%~~

*

~~Raymond Zimmerman~~

~~164,835~~^(d)(i)

*

Danielle Lee

5,154

⁽³⁾

*

Andrew Meslow

16,675

⁽⁴⁾

*

Michael Morris

75,847

⁽³⁾

*

Sarah Nash

89,842

*

Juan Rajlin

3,463

⁽³⁾

*

Deon Riley

23,868

⁽³⁾

*

Julie Rosen

11,535

⁽³⁾

*

Stephen Steinour

61,143

⁽³⁾⁽⁵⁾

*

J.K. Symancyk

4,822

⁽³⁾

*

Steven Voskuil

—

*

Michael Wu

9,862

⁽³⁾

*

All directors and current executive officers as a group (18 people)

~~49,311,591~~^(c)-(i)

443,187

⁽³⁾⁽⁵⁾

~~17.83%~~

*

2023 Proxy Statement | Bath & Body Works, Inc. 65

*	Less than 1%

~~(a)~~

(1)

Unless otherwise indicated, each named person has voting and investment power over the listed shares and such voting and investment power is exercised solely by the named person or shared with a spouse. None of the listed shares have been pledged as security or otherwise deposited as collateral.

~~(b)~~
(2)

Reflects beneficial ownership of shares of Common Stock, and shares outstanding, as of ~~February 1, 2020.~~March 31, 2023.

~~(c)~~

(3)

Includes the following number of shares issuable within 60 days of ~~February 1, 2020,~~March 31, 2023, upon the exercise or vesting of outstanding stock awards: Ms. Arlin, 36,779; Ms. Bellinger, 3,091; Mr. ~~Bersani, 104,852;~~Bogliolo, 3,091; Ms. Hondal, 3,091; Ms. Lee, 3,091; Mr. ~~Burgdoerfer, 114,442;~~Morris, 3,091; Mr. ~~McGuigan, 152,817;~~Rajlin, 3,091; Ms. ~~Milano, 32,911;~~Riley, 5,243; Ms. Rosen, 6,169; Mr. ~~Wexner, 684,537;~~Steinour, 3,091; Mr. Symancyk, 3,091; Mr. Wu, 4,141; and all directors and current executive officers as a group, ~~1,089,559.~~88,592.

~~(d)~~

(4)

Includes 4,589 shares held in the ~~following number of deferred stock units credited~~Bath & Body Works, Inc. 401(k) Savings and Retirement Plan over which Mr. Meslow has investment power but does not have voting power except to ~~directors’ accounts under~~ the ~~2003 Stock Award and Deferred Compensation~~extent permitted by the Company’s Retirement Plan Committee from time to time.

(5)

Includes 9,900 shares held in the Patricia M. Steinour Legacy Trust, for Non-Associate Directors that could be convertible into Common Stock within 60 days after termination from the Board: Ms. Bellinger, 11,271; Dr. Gee, 23,393; Ms. James, 43,567; Mr. Morris, 14,681; Ms. Nash, 5,251; Mr. Schottenstein, 11,365; Ms. Sheehan, 4,086; Mr. Steinour, 6,277; Mr. Zimmerman, 115,348; and all directors as a group, 235,239. Mr. Morris has elected to receive pay-out of his deferred stock units over three years, and his total represents 1/3 of the units which ~~he would be owed upon his termination from the Board.~~ Mr. Steinour has ~~elected to receive pay-out of his deferred stock units over five years, and his total represents 1/5 of the units which he would be owed upon his termination from the Board.~~

~~(e)~~

Includes the following number of deferred stock units credited to executives’ accounts under the Company’s Stock Option and Performance Incentive Plan that could be convertible into Common Stock within 60 days after termination of employment with the Company: Mr. Bersani, 8,586.

~~(f)~~

Excludes 33,563,806 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership. Includes 127,567 shares held by The Linden East Trust; 3,081,741 shares held by The Wexner Family Charitable Fund; and 191,515 shares held by The Beech Trust. Mrs. Wexner sharesshared voting and investment power, ~~with Mr. Wexner with respect to shares held by The Linden East Trust, The Wexner Family Charitable Fund~~ and ~~The Beech Trust, and shares voting and investment power with Dennis Hersch with respect to shares held by The Linden East Trust. Includes 11,156,469 shares directly owned by Mrs. Wexner.~~

~~(g)~~

~~Includes the following number of~~9,900 shares held in the ~~Savings and Retirement Plan (as of February 1, 2020), over~~Stephen D. Steinour Dynasty Trust, for which ~~Messrs. McGuigan and Wexner have investment but not voting power:~~ Mr. ~~McGuigan, 4,874; and Mr. Wexner, 1,913,207.~~

~~(h)~~

Includes 127,567 shares held by The Linden East Trust; 8,483,845 shares held by The Linden West Trust; 3,081,741 shares held by The Wexner Family Charitable Fund; and 191,515 shares held by The Beech Trust. Mr. Wexner sharesSteinour has shared voting and investment ~~power with Mrs. Wexner with respect to~~power. Includes 12,925 shares held by The Linden East Trust, The Wexner Family Charitable Fund and The Beech Trust, and shares voting and investment power with Dennis Hersch with respect to the shares held by The Linden East Trust and The Linden West Trust. Includes 4,892,608 shares held by the Wexner Personal Holdings Corporation, of which Mr. Wexner is the sole stockholder, director and officer. Includes 11,156,469 shares directly owned by ~~Mrs. Wexner,~~Mr. Steinour’s spouse, as to which Mr. ~~Wexner~~Steinour may be deemed to share voting and investment power. ~~Includes 17,589,609~~

The following table sets forth the names of all persons who, as of the dates indicated below, were known by the Company to be the beneficial owners (as defined in the rules of the Commission) of more than 5% of the shares of Common Stock.


NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT BENEFICIALLY OWNED		PERCENT OF CLASS

The Vanguard Group⁽¹⁾ 100 Vanguard Blvd. Malvern, PA 19355		25,351,380		11.10	%

Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler⁽²⁾ Two Greenwich Plaza Greenwich, CT 06830		20,630,231		9.0	%

BlackRock, Inc.⁽³⁾ 55 East 52nd Street New York, NY 10055		16,898,598		7.4	%

Third Point LLC⁽⁴⁾ 55 Hudson Yards New York, NY 10001		13,751,100		6.02	%

(1)

As of December 31, 2022, based solely on information set forth in the Schedule 13G/A filed on February 9, 2023, by The Vanguard Group, The Vanguard Group reported having shared voting power over 343,217 shares, ~~directly owned~~sole dispositive power over 24,391,073 shares and shared dispositive power over 960,307 shares.

(2)	As of December 31, 2022, based solely on information set forth in the Schedule 13G/A filed on February 14, 2023, by ~~Mr. Wexner.~~

~~(i)~~

~~Includes 3,648 shares which are Mr. Zimmerman’s pro rata share of 10,944 shares owned by~~Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler (each, a ~~corporation of which Mr. Zimmerman is president and a 33% stockholder.~~

~~(j)~~

~~Includes 2,500 shares held by the Frances Schottenstein 2010 Irrevocable Trust, for which Mr. Schottenstein is co-trustee and shares~~“Lone Pine Reporting Person”), each Lone Pine Reporting Person has shared voting and ~~investment power; and 2,000 shares held~~shared dispositive power over 20,630,231 shares.

(3)

As of December 31, 2022, based solely on information set forth in the Schedule 13G/A filed on January 31, 2023, by ~~the Irving Schottenstein Marital Trust 2, for which Mr. Schottenstein is co-trustee and has~~BlackRock, Inc., BlackRock, Inc. reported having sole voting power over 15,118,316 shares and ~~investment power. Mr. Schottenstein has a financial interest in 500 of the foregoing shares held by the Irving Schottenstein Marital Trust 2.~~sole dispositive power over 16,898,598 shares.

(4)

As of March 6, 2023, based solely on information set forth in the Schedule 13D/A filed on March 6, 2023, by Third Point LLC and Daniel S. Loeb (each, a “Third Point Reporting Person”). Each Third Point Reporting Person reported having shared voting power and shared dispositive power over 13,751,100 shares.

66 Bath & Body Works, Inc. | 2023 Proxy Statement

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~~DELINQUENT SECTION 16(A) REPORTS~~

General Matters


		Delinquent Section 16(a) Reports
		Delinquent Section 16(a) Reports

The Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, must file reports of ownership and changes in ownership of the Company’s equity securities with the Commission. Copies of those reports must also be furnished to the Company. Based solely on a review of the copies of reports furnished to the Company and written representations of the Company’s executive officers and directors that no other reports were required, we believe that during fiscal ~~2019~~2022 our executive officers, directors and greater than 10% beneficial owners complied with these filing requirements, ~~other than~~except as follows:

•

On June 6, 2022, Mr. Mazurek filed a late Form 4 that reported Mr. Mazurek’s sale of 16,338 shares of Common Stock that occurred on May 27, 2022. The sale transactions were not timely reported due to an inadvertent administrative error made by the Company.


		Stockholder Proposals or Director Nominations for the 2024 Annual Meeting

Stockholder Proposals Pursuant to Rule 14a-8

Proposals submitted for inclusion in the proxy statement for our 2024 annual meeting of stockholders must be received by the ~~Company~~Company’s Corporate Secretary at our principal executive offices on or before December 20, 2023.

Stockholder Director Nominations for Inclusion in 2024 Proxy Statement

Written notice of stockholder nominations of persons for election as a director at our 2024 annual meeting of stockholders that ~~resulted in each of our executive officers (other than Mr. Wexner) being late in filing one Form 4 regarding one transaction relating~~are to a stock grant by the Company and each of our directors including Dennis S. Hersch and David T. Kollat (other than Mses. Nash and Sheehan and Mr. Wexner) being late in filing one Form 4 regarding one transaction relating to the stock retainer granted by the Company in connection with Board service.

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~~SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS~~

The following table sets forth the names of all persons who, as of the dates indicated below, were known by the Company to be the beneficial owners (as defined in the rules of the Commission) of more than 5% of the shares of Common Stock.

Name and Address of Beneficial Owner

Amount
Beneficially
Owned

Percent
of Class
Leslie H. Wexner⁽¹⁾
Three Limited Parkway
P.O. Box 16000
Columbus, OH 43216

48,121,098

17.40%

The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, PA 19355

25,799,747

9.33%

BlackRock, Inc.⁽³⁾
55 East 52nd Street
New York, NY 10055

19,475,921

7.00%

PRIMECAP Management Company⁽⁴⁾
177 E. Colorado Blvd., 11th Floor
Pasadena, CA 91105

18,278,971

6.61%

Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler⁽⁵⁾

14,691,499

5.30%
Two Greenwich Plaza
Greenwich, CT 06830

Melvin Capital Management LP⁽⁶⁾
535 Madison Avenue, 22nd Floor
New York, NY 10022

14,200,000

5.10%

~~(1)~~

~~As of February 1, 2020. For a description of Mr. Wexner’s beneficial ownership, see “Security Ownership of Directors and Management” on page~~ 55.

~~(2)~~

As of December 31, 2019, based solely on information set forth in the Schedule 13G/A filed February 12, 2020 by The Vanguard Group, The Vanguard Group has sole dispositive power over 25,488,514 shares and sole voting power over 296,698 shares, and has shared dispositive power over 311,233 shares and shared voting power over 44,137 shares.

~~(3)~~

As of December 31, 2019, based solely on information set forth in the Schedule 13G/A filed February 5, 2020 by BlackRock, Inc., BlackRock, Inc. has sole dispositive power over 19,475,921 shares and sole voting power over 17,815,988 shares.

~~(4)~~

As of December 31, 2019, based solely on information set forth in the Schedule 13G/A filed February 12, 2020 by PRIMECAP Management Company, PRIMECAP Management Company has sole dispositive power over 18,278,971 shares and sole voting power over 17,448,322 shares.

~~(5)~~

As of December 31, 2019, based solely on information set forth in the Schedule 13G filed February 18, 2020 by Lone Pine Capital LLC, David F. Craver, Brian F. Doherty, Mala Gaonkar, Kelly A. Granat, Stephen F. Mandel, Jr. and Kerry A. Tyler (each, a “Lone Pine Reporting Person”), each Lone Pine Reporting Person has shared dispositive power over 14,691,499 shares and shared voting power over 14,691,499 shares.

~~(6)~~

As of March 20, 2020, based solely on information set forth in the Schedule 13G filed March 24, 2020 by Melvin Capital Management LP, Melvin Capital Management LP has shared dispositive power over 14,200,000 shares and shared voting power over 14,200,000 shares.

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~~REPORT OF THE AUDIT COMMITTEE~~

As provided in our written charter, the Audit Committee is instrumental in the Board’s fulfillment of its oversight responsibilities relating to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent auditors and (iv) the performance of the Company’s internal audit function.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditors. Furthermore, while we are responsible for reviewing the Company’s policies and practices with respect to risk assessment and management, it is the responsibility of the CEO and senior management to determine the appropriate level of the Company’s exposure to risk.

We have reviewed and discussed L Brands’ audited financial statements as of and for the year ended February 1, 2020 and met with both management and our independent auditors to discuss the financial statements. Management has represented to us that the financial statements were prepared in accordance with generally accepted accounting principles. We have reviewed with the internal auditors and independent auditors the overall scope and plans for their respective audits. We also met with the internal auditors and independent auditors, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls.

We have also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Commission. The Company’s independent auditors also provided to us the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence, and we discussed with the independent auditors their independence from the Company. We considered whether the provision of non-audit services by the independent auditors to the Company is compatible with maintaining their independence.

Based on the reviews and discussions summarized in this Report, and subject to the limitations on our role and responsibilities, certain of which are referred to above and in the Audit Committee charter, we recommended to the Board that L Brands’ audited financial statements be included in our ~~annual report on Form 10-K~~proxy statement for the ~~year ended February 1, 2020~~2024 annual meeting of stockholders pursuant to the proxy access provisions in Section 2.05 of our Bylaws must be received by the Company’s Corporate Secretary at our principal executive offices no earlier than November 20, 2023, and no later than December 20, 2023. The notice must contain the information required by our Bylaws.

Other Stockholder Proposals

If a stockholder intends to present a proposal or nominate a person for ~~filing~~election as a director at the 2024 annual meeting other than as described above, the stockholder must comply with the ~~Commission.~~

~~We have appointed Ernst & Young LLP as L Brands’ independent registered public accountants.~~

~~Audit Committee~~

~~Donna A. James, Chair~~
~~Sarah E. Nash~~
~~Allan R. Tessler~~
~~Raymond Zimmerman~~

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~~INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~

~~During~~requirements set forth in Section 2.04 of our ~~2019 fiscal year, Ernst & Young LLP served as~~Bylaws. The Bylaws require, among other things, that the Company’s ~~independent registered public accountants~~Corporate Secretary receive written notice of the intent to present a proposal or nomination no earlier than March 10, 2024, and no later than April 9, 2024. The notice must contain the information required by our Bylaws. In addition, stockholders who intend to solicit proxies in ~~that capacity rendered an opinion on our consolidated financial statements as~~support of ~~and for the fiscal year ended February 1, 2020. The Audit Committee has selected Ernst & Young LLP as~~director nominees other than the Company’s ~~independent registered public accountants for the current fiscal year.~~

~~Audit Fees~~

The aggregate audit fees payable to Ernst & Young LLP for the fiscal years ended 2019 and 2018 were approximately $5,080,000 and $5,611,000, respectively. These amounts include fees for professional services rendered by Ernst & Young LLP in connectionnominees must comply with the ~~audit~~additional requirements of ~~our consolidated financial statements and reviews of our unaudited consolidated interim financial statements as well as fees for services that generally only~~Rule 14a-19(b) under the independent auditor can reasonably be expected to provide, including comfort letters and consultation regarding financial accounting and/or reporting standards. These amounts also include fees for services rendered in connection with the audit of our internal control over financial reporting and fees for services rendered in connection with statutory audits of our international subsidiaries’ financial statements.

~~Audit Related Fees~~

The aggregate fees for assurance and related services rendered by Ernst & Young LLP that were reasonably related to the audit of our consolidated financial statements for the fiscal years ended 2019 and 2018 were approximately $319,000 and $304,000, respectively. The fees under this category are for assurance and related services that are traditionally performed by the independent auditor and include audits of employee benefit plans, agreed upon procedures and other attest engagements.

~~Tax Fees~~

The aggregate fees for tax services rendered by Ernst & Young LLP for the fiscal years ended 2019 and 2018 were approximately $199,000 and $138,000, respectively. Tax fees include tax compliance and advisory services.

~~All Other Fees~~

~~No fees for other services were paid to Ernst & Young LLP for the fiscal years ended 2019 and 2018.~~

~~Pre-approval Policies and Procedures~~

~~The Audit Committee pre-approves all audit and non-audit services to be provided by Ernst & Young LLP in a given fiscal year.~~

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~~OTHER MATTERS~~


		Other Proposed Actions
		Other Proposed Actions

The Board knows of no other matters to be brought before the annual meeting. However, if other matters should come before the meeting, each of the persons named as a proxy intends to vote in accordance with ~~his or her~~such person’s judgment on such matters.

~~STOCKHOLDER PROPOSALS FOR NEXT YEAR~~

~~Stockholder Proposals Pursuant to Rule 14a-8~~

~~Proposals submitted for inclusion in the proxy statement for the 2021 annual meeting must be received by the Secretary of the Company at our principal executive offices on or before December 4, 2020.~~

~~Stockholder Director Nominations for Inclusion in 2021 Proxy Statement~~

Written notice of stockholder nominations of persons for election as a director at the 2021 annual meeting that are to be included in our proxy statement for the 2021 annual meeting pursuant to the proxy access provisions in Section 2.05 of our Bylaws must be received by the Secretary of the Company at our principal executive offices no earlier than November 4, 2020 and no later than December 4, 2020. The notice must contain the information required by our Bylaws.

~~Other Stockholder Proposals~~

If a stockholder intends to present a proposal or nominate a person for election as a director at the 2021 annual meeting other than as described above, the stockholder must comply with the requirements set forth in Section 2.04 of our Bylaws. The Bylaws require, among other things, that the Secretary receive written notice of the intent to present a proposal or nomination no earlier than February 13, 2021 and no later than March 15, 2021. The notice must contain the information required by our Bylaws.

~~SOLICITATION EXPENSES~~


		Solicitation of Proxies
		Solicitation of Proxies

We are soliciting ~~this proxy on behalf~~proxies primarily by the use of ~~our Board and will bear~~ the ~~solicitation expenses. Our directors or employees~~mail. However, we may also solicit proxies by telephone, ~~facsimile,~~ email and personal solicitation, in addition to the use of the mail. To the extent our directors or associates participate in this solicitation, they will not receive compensation for their participation, other than their normal compensation. Innisfree M&A Incorporated (“Innisfree”) assists us with the solicitation for a fee of $25,000 plus reasonable out-of-pocket expenses. We will, upon request, reimburse banks, brokerage houses and other institutions, nominees and fiduciaries for their expenses in forwarding proxy materials to beneficial owners. We bear all costs associated with this proxy solicitation.

2023 Proxy Statement | Bath & Body Works, Inc. 67

Appendix A

	~~By Order of the Board of Directors,~~
Non-GAAP Financial Measure
Non-GAAP Financial Measure		~~/s/ Leslie H. Wexner~~

	~~Leslie H. Wexner~~ ~~Chairman of the Board~~

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~~Appendix A~~

~~L BRANDS, INC.~~

~~PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS~~

Articles EIGHTH and THIRTEENTH and Section 2 of Article FIFTH and Section 1 of Article ELEVENTH are hereby removed in their entirety, and the remaining articles of the Charter are hereby renumbered accordingly. Articles EIGHTH and THIRTEENTH and Section 2 of Article FIFTH and Section 1 of Article ELEVENTH, which are hereby repealed, are shown below:

~~FIFTH. Section 2.~~ ~~Amendment of Bylaws by the Stockholders~~. The bylaws shall not be made, repealed, altered, amended or rescinded by the stockholders of the Corporation except by the vote of the holders of not less than 75 percent of the outstanding shares of the Corporation entitled to vote thereon. Any amendment to the Certificate of Incorporation which shall contravene any bylaw in existence on the record date of the stockholders meeting at which such amendment is to be voted upon by the stockholders shall require the vote of the holders of not less than 75 percent of the outstanding shares entitled to vote thereon.

EIGHTH. The affirmative vote of the holders of not less than 75 percent of the outstanding shares of the Corporation entitled to vote thereon shall be required for the approval of any proposal that (1) the Corporation merge or consolidate with any other corporation or any affiliate of such other corporation if such other corporation and its affiliates singly or in the aggregate are directly or indirectly the beneficial owners of more than five percent of the outstanding shares of any class of stock of the Corporation entitled to vote in the election of directors (such other corporation and any affiliate thereof being herein referred to as a “Related Corporation”), or (2) the Corporation sell, lease or exchange all or substantially all of its assets or business to or with such Related Corporation, or (3) the Corporation issue or deliver any stock or other securities of its issue in exchange or payment for any properties or assets of any such Related Corporation or securities issued by any such Related Corporation or in a merger of any affiliate of the Corporation with or into any such Related Corporation, or (4) the Corporation dissolve, and to effect such transaction the approval of stockholders of the Corporation is required by law or by any agreement between the Corporation and any national securities exchange; provided, however, that the foregoing clauses (1), (2), (3) and (4) shall not apply (i) to any such merger, consolidation, sale, lease, or exchange, or issuance or delivery of assets or other securities which was approved by resolution of the Board of Directors of the Corporation prior to the acquisition of the beneficial ownership of more than five percent of the outstanding Common Stock by the Related Corporation, (ii) to any such transaction solely between the Corporation and another corporation 50 percent or more of the voting power of which is owned by the Corporation provided that the Certificate of Incorporation of the surviving corporation contains provisions substantially similar to those provided in Articles FIFTH, SIXTH, Section 1, SEVENTH, EIGHTH, NINTH, TENTH, and ELEVENTH, (iii) to any transaction between this Corporation and either (a) any stockholder who owned in excess of 10 percent of the Common Stock of the Corporation immediately after the merger of Limited Interim Ohio, Inc., an Ohio corporation, into The Limited Stores, Inc. an Ohio corporation or (b) any affiliate from time to time organized, established, or incorporated of a stockholder referred to in (iii) (a) above. For the purposes hereof, an “affiliate” is any person (including a corporation, partnership, association, trust, business entity, estate or individual) who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise; and in computing the percentage of outstanding Common Stock beneficially owned by any person, the shares outstanding and the shares owned shall be determined as of the record date fixed to determine the stockholders entitled to vote or express consent with respect to such proposal. The stockholder vote, if any, required for mergers, consolidations, sales, leases, or exchanges of assets or issuances of stock or other securities not expressly provided for in this Article, shall be such as may be required by applicable law.

~~ELEVENTH. Section 1.~~ ~~Amendment of Certain Articles~~. The provisions set forth in this Article ELEVENTH and in Article FIFTH (dealing with the amendment of bylaws), SIXTH, Section 1 (dealing with the classified Board), SEVENTH (dealing with the prohibition against stockholder action without meetings), EIGHTH (dealing with the 75 percent vote of stockholders required for certain reorganizations), NINTH (dealing with certain matters to be considered by the Board in evaluating certain offers), and

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TENTH (dealing with the removal of any director) may not be amended, altered, changed, or repealed in any respect unless such repeal or amendment is approved by the affirmative vote of the holders of not less than 75 percent of the outstanding shares of the Corporation entitled to vote thereon.

THIRTEENTH. The provisions set forth in Article TWELFTH and in this Article THIRTEENTH may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of not less than 75 percent of the outstanding shares of Voting Stock (as defined in Article TWELFTH) of the Corporation at a meeting of the stockholders duly called for the consideration of such amendment, alteration, change or repeal; provided, however, that if there is an Interested Person (as defined in Article TWELFTH), such action must also be approved by the affirmative vote of the holders of not less than 75 percent of the outstanding shares of Voting Stock held by the stockholders other than the Interested Person.

~~Articles TENTH and TWELFTH, and Section 2 of Article ELEVENTH are hereby amended as shown below (with deletions highlighted in strike-through text and additions highlighted in underlined text):~~

~~TENTH. Any director may be removed at any annual or special stockholders’ meeting upon the affirmative vote of the holders of not less than~~ ~~a majority~~ ~~75 percent~~ of the outstanding shares of voting stock of the Corporation at that time entitled to vote thereon; provided, however, that such director may be removed only for cause and shall receive a copy of the charges against him, delivered to him personally or by mail at his last known address at least 10 days prior to the date of the stockholders’ meeting; provided further, that directors who shall have been elected by the holders of a series or class of Preferred Stock, voting separately as a class, shall be removed only pursuant to the provisions establishing the rights of such series or class to elect such directors.

~~TWELFTH. Section 1.~~ ~~Vote Required for Certain Business Combinations. The affirmative vote of the holders of not less than~~ ~~75 percent~~ ~~a majority~~ of the outstanding shares of “Voting Stock” (as hereinafter defined) held by stockholders other than an “Interested Person” (as hereinafter defined) shall be required for the approval or authorization of any “Business Combination” (as hereinafter defined) of the Corporation with any Interested Person; provided, however, that the ~~75 percent voting requirement~~ ~~restrictions contained in this~~ ~~Article TWELFTH~~ ~~shall not be applicable if:~~

(a) the “Continuing Directors” (as hereinafter defined) of the Corporation by at least a two-thirds vote (i) have expressly approved in advance the acquisition of the outstanding shares of Voting Stock that caused such Interested Person to become an Interested Person, or (ii) have expressly approved such Business Combination either in advance of or subsequent to such Interested Person’s having become an Interested Person; or

(b) the cash or fair market value (as determined by at least two-thirds of the Continuing Directors) of the property, securities or “Other Consideration to be Received” (as hereinafter defined) per share by holders of Voting Stock of the Corporation in the Business Combination is not less than the “Fair Price” (as hereinafter defined) paid by the Interested Person in acquiring any of its holdings of the Corporation’s Voting Stock.

~~Section 2.~~ ~~Definitions. Certain words and terms as~~As used in this ~~Article TWELFTH shall have~~proxy statement, adjusted operating income means the ~~meanings given to them by the definitions and descriptions in this Section.~~

~~2.1.~~ ~~Business Combination~~. The term “Business Combination” shall mean (a) any merger or consolidation of the Corporation or a subsidiary of the Corporation with or into an Interested Person, (b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage or any other security device, of all or any “Substantial Part” (as hereinafter defined) of the assets either of the Corporation (including without limitation, any voting securities of a subsidiary) or of a subsidiary of the Corporation to an Interested Person, (c) any merger or consolidation of an Interested Person with or into the Corporation or a subsidiary of the Corporation, (d) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage or other security device, of all or any Substantial Part of the assets of an Interested Person to the Corporation or a subsidiary of the Corporation, (e) the issuance or transfer by the Corporation or any subsidiary of any securities of the Corporation or a subsidiary of the Corporation to an Interested Person, (f) any reclassification of securities, recapitalization or other comparable transaction involving the Corporation that would have the effect of increasing the Voting power of any Interested Person with respect to Voting Stock of the Corporation, and (g) any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Combination.

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~~2.2.~~ ~~Interested Person~~. The term “Interested Person” shall mean and include any individual, corporation, partnership or other person or entity which, together with its “Affiliates” and “Associates” (as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect at the date of the adoption of this Article TWELFTH by the stockholders of the Corporation), “Beneficially Owns” (as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect at the date of the adoption of this Article TWELFTH by the stockholders of the Corporation) in the aggregate 20 percent or more of the outstanding Voting Stock of the Corporation, and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity. Without limitation, any share of Voting Stock of the Corporation that any Interested Person has the right to acquire at any time (notwithstanding that Rule 13d-3 deems such shares to be beneficially owned only if such right may be exercised within 60 days) pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed to be Beneficially Owned by the Interested Person and to be outstanding for purposes of this definition. An Interested Person shall be deemed to have acquired a share of the Voting Stock of the Corporation at the time when such Interested Person became the Beneficial Owner thereof. With respect to the shares owned by Affiliates, Associates or other persons whose ownership is attributed to an Interested Person under the foregoing definition of Interested Person, if the price paid by such Interested Person for such shares is not determinable by two-thirds of the Continuing Directors, the price so paid shall be deemed to be the higher of (a) the price paid upon the acquisition thereof by the Affiliate, Associate or other person or (b) the market price of the shares in question at the time when the Interested Person became the Beneficial Owner thereof.

~~2.3~~ ~~Voting Stock~~. The term “Voting Stock” shall mean all of the outstanding shares of Common Stock of the Corporation and any outstanding shares of Preferred Stock entitled to vote on each matter on which the holders of record of Common Stock shall be entitled to vote, and each reference to a proportion of shares of Voting Stock shall refer to such proportion of the votes entitled to be cast by such shares.

~~2.4~~ ~~Continuing Director~~. The term “Continuing Director” shall mean a Director who was a member of the Board of Directors of the Corporation immediately prior to the time that the Interested Person involved in a Business Combination became an Interested Person, or a Director who was elected or appointed to fill a vacancy after the date the Interested Person became an Interested Person by a majority of the then-current Continuing Directors.

~~2.5~~ ~~Fair Price~~. The term “Fair Price” shall mean the following: If there is only one class of capital stock of the Corporation issued and outstanding, the Fair Price shall mean the highest price that can be determined by a majority of the Continuing Directors to have been paid at any time by the Interested Person for any share or shares of that class of capital stock. If there is more than one class of capital stock of the Corporation issued and outstanding, the Fair Price shall mean with respect to each class and series of capital stock of the Corporation, the amount determined by a majority of the Continuing Directors to be the highest per share price equivalent of the highest price that can be determined to have been paid at any time by the Interested Person for any share or shares of any class or series of capital stock of the Corporation. In determining the Fair Price, all purchases by the Interested Person shall be taken into account regardless of whether the shares were purchased before or after the Interested Person became an Interested Person. Also, the Fair Price shall include any brokerage commissions, transfer taxes and soliciting dealers’ fees paid by the Interested Person with respect to the shares of capital stock of the Corporation acquired by the Interested Person. In the case of any Business Combination with an Interested Person, a majority of the Continuing Directors shall determine the Fair Price for each class and series of the capital stock of the Corporation. The Fair Price shall also include interest compounded annually from the date an Interested Person became an Interested Person through the date the Business Combination is consummated at the publicly announced base rate of interest of Morgan Guaranty Trust Company of New York less the aggregate amount of any cash dividends paid, and the fair market value of any dividends paid in other than cash, on each share of capital stock in the same time period, in an amount up to but not exceeding the amount of interest so payable per share of capital stock.

~~2.6.~~ ~~Substantial Part~~. The term “Substantial Part” shall mean more than 20 percent of the fair market value as determined by two-thirds of the Continuing Directors of the total consolidated assets of the Corporation and its subsidiaries taken as a whole as of the end of its most recent fiscal year ended prior to the time the determination is being made.

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~~2.7.~~ ~~Other Consideration to be Received~~. The term “Other Consideration to be Received” shall include, without limitation, Common Stock or other capital stock of the Corporation retained by its existing stockholders other than Interested Persons or other parties to such Business Combination in the event of a Business Combination in which the Corporation is the surviving corporation.

~~Section 3.~~ ~~Determinations by the Continuing Directors~~. In making any determinations, the Continuing Directors may engage such persons, including investment banking firms and the independent accountants who have reported on the most recent financial statements of the Corporation, and utilize employees and agents of the Corporation, who will, in the judgment of the Continuing Directors, be of assistance to the Continuing Directors. Any determinations made by the Continuing Directors, acting in good faith on the basis of such information and assistance as was then reasonably available for such purposes, shall be conclusive and binding upon the Corporation and its stockholders, including any Interested Person.

~~ELEVENTH.~~ ~~Section 2.~~ ~~Amendments Generally~~~~. Subject to the provisions of Section 1 of this~~ ~~Article ELEVENTH, t~~The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

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~~Appendix B~~

~~L BRANDS, INC.~~

~~PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS~~

~~Section 1 of Article SIXTH is hereby amended as shown below (with deletions highlighted in strike-through text and additions highlighted in underlined text):~~

~~SIXTH. Section 1.~~ ~~Election of Directors. Subject to the right of the holders of any class or series of~~ ~~Preferred Stock to elect one or more directors of the Corporation, commencing with the 2021 annual meeting,~~ ~~each director shall be elected for a term expiring at the next annual meeting, and shall hold office until such~~ ~~director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.~~~~Classified Board~~~~. Effective immediately upon the issuance of more than 1,000 shares of Common Stock of the~~ ~~Corporation, the Board of Directors (exclusive of directors to be elected by the holders of any one or more series~~ ~~of Preferred Stock voting separately as a class or classes) shall be divided into three classes, Class A, Class B,~~ ~~and Class C. The number of directors in each class shall be the whole number contained in the quotient arrived~~ ~~at by dividing the authorized number of directors by three, and if a fraction is also contained in such quotient,~~ ~~then if such fraction is one-third, the extra director shall be a member of Class A and if the fraction is two-thirds,~~ ~~one of the extra directors shall be a member of Class A and the other shall be a member of Class B. Each director~~ ~~shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such~~ ~~director was elected; provided, however, that the directors first elected to Class A shall serve for a term ending~~ ~~on the date of the annual meeting next following the end of the calendar year 1982, the directors first elected~~ ~~to Class B shall serve for a term ending on the date of the second annual meeting next following the end of the~~ ~~calendar year 1982, and the directors first elected to Class C shall serve for a term ending on the date of the third~~ ~~annual meeting next following the end of the calendar year 1982. Notwithstanding the foregoing formula~~ ~~provisions, in the event that, as a result of any change in the authorized number of directors, the number of~~ ~~directors in any class would differ from the number allocated to that class under the formula provided in this~~ ~~Article immediately prior to such change, the following rules shall govern:~~

~~(a) each director then serving as such shall nevertheless continue as a director of the class of which~~ ~~he is a member until the expiration of his current term, or his prior death, resignation or removal;~~

~~(b) at each subsequent election of directors, even if the number of directors in the class whose term~~ ~~of office then expires is less than the number then allocated to that class under said formula, the number~~ ~~of directors then elected for membership in that class shall not be greater than the number of directors in~~ ~~that class whose term of office then expires, unless and to the extent that the aggregate number of directors~~ ~~then elected plus the number of directors in all classes then duly continuing in office does not exceed the~~ ~~then authorized number of directors of the Corporation;~~

~~(c) at each subsequent election of directors, if the number of directors in the class whose term of office~~ ~~then expires exceeds the number then allocated to that class under said formula, the Board of Directors shall~~ ~~designate one or more of the directorships then being elected as directors of another class or classes in~~ ~~which the number of directors then serving is less than the number then allocated to such other class or~~ ~~classes under said formula;~~

~~(d) in the event of the death, resignation or removal of any director who is a member of a class in~~ ~~which the number of directors serving immediately preceding the creation of such vacancy exceeded the~~ ~~number then allocated to that class under said formula, the Board of Directors shall designate the vacancy~~ ~~thus created as a vacancy in another class in which the number of directors then serving is less than the~~ ~~number then allocated to such other class under said formula;~~

~~(e) in the event of any increase in the authorized number of directors, the newly created directorships~~ ~~resulting from such increase shall be apportioned by the Board of Directors to such class or classes as shall,~~ ~~so far as possible, bring the composition of each of the classes into conformity with the formula in this~~ ~~Article, as it applies to the number of directors authorized immediately following such increase; and~~

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~~(f) designation of directorships or vacancies into other classes and apportionments of newly created~~ ~~directorships to classes by the Board of Directors under the foregoing items (c), (d) and (e) shall, so far as~~ ~~possible, be effected so that the class whose term of office is due to expire next following such designation~~ ~~or apportionment shall contain the full number of directors then allocated to said class under said formula.~~

~~Notwithstanding any of the foregoing provisions of this Article, each director shall serve until this~~ ~~successor is elected and qualified or until his death, resignation or removal.~~

~~Article TENTH is hereby amended as shown below (with deletions highlighted in strike-through text and additions highlighted in underlined text):~~

~~TENTH. Any director may be removed at any annual or special stockholders’ meeting, with or without~~ ~~cause,~~ ~~upon the affirmative vote of the holders of not less than~~ ~~a majority~~ ~~75 percent~~ ~~of the outstanding shares of voting stock of the Corporation at that time entitled to vote thereon; provided,~~ ~~however, that such director may~~ ~~be removed only for cause and shall receive a copy of the charges against him, delivered to him personally or~~ ~~by mail at his last known address at least 10 days prior to the date of the stockholders’ meeting; provided further,~~ that directors who shall have been elected by the holders of a series or class of Preferred Stock, voting separately as a class, shall be removed only pursuant to the provisions establishing the rights of such series or class to elect such directors.

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~~Appendix C~~

~~L BRANDS, INC.~~
~~2020 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~
~~EFFECTIVE MAY 14, 2020~~

~~ARTICLE I~~

~~ESTABLISHMENT AND PURPOSE~~

~~1.01.~~ ~~Establishment and Effective Date. Effective on May 26, 2011, L Brands, Inc. (formerly known as Limited Brands, Inc.), a Delaware corporation (including any successor in name or interest thereto, the “Company”), established the stock incentive plan known as the “L Brands, Inc. 2011 Stock Option and Performance Incentive Plan,” (the “2011 Plan”), which was amended and restated, effective May 21, 2015 (the “2015 Plan”). Subject to stockholder approval, the 2015 Plan was amended and restated, effective May 14, 2020 (the “Plan”).~~

~~1.02.~~ ~~Purpose~~. The Company desires to attract and retain the best available executive and key management associates, consultants and other advisors, for itself and its subsidiaries and affiliates and to encourage the highest level of performance by such individuals in order to serve the best interestsoperating income of the Company excluding certain special items. The HCC Committee uses adjusted operating income because it is a performance measure over which the Company’s executives can have significant impact and ~~its stockholders. The Plan~~ is ~~expected to contribute~~also directly linked to the ~~attainment of these objectives by offering eligible associates, consultants~~Company’s long-term growth plan and ~~other advisors the opportunity to acquire stock ownership interests in~~performance that drive stockholder value. The special items were excluded because the Company believes they are not indicative of the Company’s ongoing operations due to their size and nature. Adjusted operating income should not be construed as an alternative to the Company’s operating income calculated in accordance with GAAP. The Company’s definition of adjusted operating income may differ from similarly titled measures used by other ~~rights with respect to stock~~companies. The table below reconciles the adjusted operating income of the Company for fiscal 2022, 2021, 2020 and 2019 to ~~thereby provide them with incentives to put forth maximum effort for~~ the ~~success of~~Company’s operating income, the most comparable GAAP financial measure. For fiscal 2022 and 2019, the Company ~~and its subsidiaries.~~

~~1.03.~~ ~~Definitions. Unless otherwise defined elsewhere in the Plan, all capitalized terms used in the Plan shall have the meanings set forth in Article XX.~~

~~ARTICLE II~~

~~AWARDS~~

~~2.01.~~ ~~Form of Awards. Awards under the Plan may be granted in any one or all of the following forms: (i) incentive stock options (“Incentive Stock Options”) meeting the requirements of Code Section 422; (ii) nonstatutory stock options (“Nonstatutory Stock Options”) (unless otherwise indicated, references in the Plan to Options shall include both Incentive Stock Options and Nonstatutory Stock Options); (iii) stock appreciation rights (“Stock Appreciation Rights”), as described in Article VII, which may be awarded either in tandem with Options (“Tandem Stock Appreciation Rights”) or on a stand-alone basis (“Nontandem Stock Appreciation Rights”); (iv) shares of Common Stock which are subject to certain restrictions as provided in Article X (“Restricted Shares”); (v) units representing shares of Common Stock which are restricted as provided in Article XI (“Restricted Share Units” or “RSUs”); (vi) units representing shares of Common Stock, as described in Article XII (“Performance Units”) and (vii) shares of unrestricted Common Stock (“Unrestricted Shares~~”), as described in Article XIII. In addition, awards may be granted as “Substitute Awards,” which are awards granted in assumption of, or in substitution for, any outstanding awards previously granted by a company acquired by the Company (or a subsidiary or affiliate thereof) or with which the Company (or a subsidiary or affiliate thereof) combines. Substitute Awards shall be granted in accordance with procedures complying with Section 409A of the Code and the regulations thereunder.

~~2.02.~~ ~~Maximum Shares Available~~. The maximum aggregate number of shares of Common Stock available for award under this Plan as of the Plan’s effective date is 6,400,000 plus shares of Common Stock previously authorized under the 2015 Plan at the Company's 2015 Annual Meeting, subject to adjustment pursuant to Article XV, plus shares of Common Stock issuable upon the exercise of Substitute Awards. All shares available for award under the Plan may be awarded in the form of Incentive Stock Options. Shares of Common Stock issued pursuant to the Plan may be either authorized but unissued shares or issued shares reacquired by the Company. In the event that any award granted under the Plan, the 2015 Plan, the 2011 Plan or any Preexisting Plan expires unexercised or is terminated, surrendered or canceled without being exercised or settled for shares for any reason, or any Restricted stock award under such plans are forfeited, then the shares to which any such award relates may, at the discretion of the Committee, be made available for subsequent awards under the Plan, upon such terms as the Committee may determine; ~~provided, however, that the foregoing shall~~did not ~~apply to or in respect of Substitute Awards. The following~~

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shares of Common Stock may not again be made available for issuance as awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right or Option, or (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to settlement of an outstanding award under the Plan.

~~ARTICLE III~~

~~ADMINISTRATION~~

~~3.01.~~ ~~Committee~~. The Plan shall be administered by the Compensation Committee appointed by the Board and consisting of not less than two (2) members of the Board. Each member of the Committee shall be a “non-employee director” (within the meaning of Rule 16b-3(b)(3)(i) under the Act) and “independent” to the extent required by applicable law or rules of the New York Stock Exchange.

~~3.02.~~ ~~Powers of Committee~~. Subject to the express provisions of the Plan, the Committee shall have the power and authority (i) to grant Options and to determine the purchase price of the Common Stock covered by each Option, the term of each Option, the number of shares of Common Stock to be covered by each Option and any performance objectives or vesting standards applicable to each Option; (ii) to designate Options as Incentive Stock Options or Nonstatutory Stock Options and to determine which Options, if any, shall be accompanied by Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock Appreciation Rights and Nontandem Stock Appreciation Rights and to determine the terms and conditions of such rights; (iv) to grant Restricted Shares and Restricted Share Units and to determine the term of the Restricted Period (as described in Section 11.02) and other conditions and restrictions applicable to such grants; (v) to grant Performance Units and to determine the performance objectives, performance periods and other conditions applicable to such units; (vi) to grant Unrestricted Shares (subject to the limitation contained in this plan) and (vii) to determine the associates to whom, and the time or times at which, Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Units and Unrestricted Shares shall be granted.

~~3.03.~~ ~~Delegation. The Committee may delegate to one or more of its members or to any other person or persons such ministerial duties as it may deem advisable;~~ ~~provided, however~~, that the Committee may not delegate any of its responsibilities hereunder if such delegation will cause transactions under the Plan to fail to comply with any intended exemption under Section 16 of the Act. The Committee may also employ attorneys, consultants, accountants or other professional advisors and shall be entitled to rely upon the advice, opinions or valuations of any such advisors.

~~3.04.~~ ~~Interpretations. The Committee shall have sole discretionary authority to interpret the terms of the Plan, to adopt and revise rules, regulations and policies to administer the Plan and to~~ make any ~~other factual determinations which it believes~~adjustments to ~~be necessary or advisable~~operating income; therefore, for ~~the administration of the Plan. All actions taken~~fiscal 2022 and interpretations and determinations made by the Committee in good faith shall be final and binding upon the Company, all associates who have received awards under the Plan and all other interested persons.

~~3.05.~~ ~~Liability; Indemnification~~. No member of the Committee, nor any person to whom duties have been delegated, shall be personally liable for any action, interpretation or determination made with respect to the Plan or awards made thereunder, and each member of the Committee shall be fully indemnified and protected by the Company with respect to any liability he or she may incur with respect to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in the Company’s Certificate of Incorporation and Bylaws, as amended from time to time.

~~ARTICLE IV~~

~~ELIGIBILITY~~

~~4.01.~~ ~~Eligibility~~. Any associate, consultant, director or other advisor of, or any other individual who provides services to (x) the Company or any subsidiary or affiliate or (y) any joint venture in which the Company or any subsidiary or affiliate holds at least a 20% interest, shall be eligible to be selected to receive a compensatory award under or to be a “participant” in the Plan. In determining the individuals to whom awards shall be granted and the number of shares to be covered by each award, the Committee shall take into account the nature of the services rendered by such individuals, their present and potential contributions to the success of the Company and its subsidiaries and such other factors as the Committee in its sole discretion shall deem relevant. The Committee shall ensure that Common Stock underlying any award hereunder qualifies as “service recipient stock,” within the

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meaning of Code Section 409A and the regulations thereunder. No non-employee director of the Company may be granted in any calendar year awards covering more than 50,000 shares of Common Stock (unless the grant of any award in excess of this limitfiscal 2019, adjusted operating income is ~~approved by disinterested directors).~~

~~4.02.~~ ~~Certain Limitations~~. Awards granted under the Plan shall be subject to a minimum one year vesting period following the grant date of such award; provided that the following actions and awards shall not be subject to the foregoing minimum vesting requirement: (i) the acceleration of awards pursuant to Section 18.01, (ii) the grant of Substitute Awards or (iii) the grant of awards relating to 5% of the shares available for issuance under this Plan pursuant to Section 2.02; and, provided further, that the foregoing restriction does not apply to the provision for accelerated exercisability or vesting of an award in cases of involuntary termination without Cause, Retirement, death or Disability.

~~ARTICLE V~~

~~STOCK OPTIONS~~

~~5.01.~~ ~~Grant of Options~~. Options may be granted under the Plan for the purchase of shares of Common Stock. Options shall be granted in such form and upon such terms and conditions, including the satisfaction of corporate or individual performance objectives and other vesting standards, as the Committee shall from time to time determine. On or before the date of grant of an Option, the Committee shall designate the number of shares of Common Stock covered by such Option, the option price of such Option, and the recipient of the Option.

~~5.02.~~ ~~Option Price~~. The option price of each Option to purchase Common Stock shall be determined by the Committee not later than the date of the grant, but (except in the case of Substitute Awards) shall not be less than 100 percent of the Fair Market Value of the Common Stock subject to such Option on the date of grant. The option price so determined shall also be applicable in connection with the exercise of any Tandem Stock Appreciation Right granted with respect to such Option.

~~5.03.~~ ~~Term of Options~~. The term of each Option granted under the Plan shall not exceed ten (10) years from the date of grant, subject to earlier termination as provided in Articles IX and X, except as otherwise provided in Section 6.01 with respect to ten (10) percent stockholders of the Company.

~~5.04. Exercise of Options. Subject to the provisions of Article XIX, an Option may be exercised, in whole or in part, at such time or times as the Committee shall determine;~~ ~~provided~~, ~~however~~, that, except to the extent provided in Sections 4.02 and 18.01, each Option granted under the Plan shall have a minimum vesting period of one year. Subject to the forgoing, the Committee may, in its discretion, accelerate the exercisability of any Option at any time. Options may be exercised by a Participant by giving notice in such manner as the Committee may permit, stating the number of shares of Common Stock with respect to which the Option is being exercised and tendering payment therefor. Payment for the shares of Common Stock issuable upon exercise of the Option shall be made in full in cash or by certified check or, if the Committee, in its sole discretion, permits, in shares of Common Stock (valued at Fair Market Value on the date of exercise). As soon as reasonably practicable following such exercise, a certificate representing the shares of Common Stock purchased, registered in the name of the Participant, shall be delivered to the Participant. Until the issuance of the shares of Common Stock upon the exercise of the Option, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares of Common Stock that are subject to the Option.

~~5.05.~~ ~~Cancellation of Stock Appreciation Rights. Upon exercise of all or a portion of an Option, the related Tandem Stock Appreciation Rights shall be canceled with respect to an equal number of shares of Common Stock.~~

~~ARTICLE VI~~

~~SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS~~

~~6.01.~~ ~~Ten Percent Stockholder~~. Notwithstanding any other provision of this Plan to the contrary, any associates who are full-time employees of the Company and its present and future subsidiaries, shall be eligible for awards of Incentive Stock Options. However, no such associate may receive an Incentive Stock Option under the Plan if such associate, at the time the award is granted, owns (after application of the rules contained in Code Section 424(d)) stock possessing more than ten (10) percent of the total combined voting power of all classes of stock of the Company

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or its subsidiaries, unless (i) the option price for such Incentive Stock Option is at least 110 percent of the Fair Market Value of the Common Stock subject to such Incentive Stock Option on the date of grant and (ii) such Option is not exercisable after the date five (5) years from the date such Incentive Stock Option is granted.

~~6.02.~~ ~~Limitation on Grants~~. The aggregate Fair Market Value (determined with respect to each Incentive Stock Option at the time such Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an associate during any calendar year (under this Plan or any other plan of the Company or a subsidiary) shall not exceed $100,000.

~~6.03.~~ ~~Limitations on Time of Grant~~. No grant of an Incentive Stock Option shall be made under this Plan more than ten (10) years after the earlier of the date of adoption of the Plan by the Board or the date the Plan is approved by stockholders.

~~ARTICLE VII~~

~~STOCK APPRECIATION RIGHTS~~

~~7.01.~~ ~~Grants of Stock Appreciation Rights~~. Tandem Stock Appreciation Rights may be awarded by the Committee in connection with any Option granted under the Plan, at the time the Option is granted, and shall be subject to the same terms and conditions as the related Option, except that the medium of payment may differ. Nontandem Stock Appreciation Rights may be granted by the Committee at any time. On or before the date of grant of a Nontandem Stock Appreciation Right, the Committee shall specify the number of shares of Common Stock covered by such right, the base price of shares of Common Stock to be used in connection with the calculation described in Section 7.05 below, and the recipient of the award. Except in the case of a Substitute Award, the base price of a Nontandem Stock Appreciation Right shall be not less than 100 percent of the Fair Market Value of a share of Common Stock on the date of grant. Stock Appreciation Rights shall be subject to such terms and conditions not inconsistent with the other provisions of this Plan as the Committee shall determine. Until the issuance of shares of Common Stock upon the surrender or exchange of Tandem Stock Appreciation Rights or exercise of Nontandem Stock Appreciation Right, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares of Common Stock that are subject to the Tandem or Nontandem Stock Appreciation Right.

~~7.02.~~ ~~Limitations on Exercise~~. Subject to the provisions of Articles IX, X and XIX, a Tandem Stock Appreciation Right shall be exercisable only to the extent that the related Option is exercisable and shall be subject to the same exercise period as the related Option, which shall be set forth in the applicable agreement on or before the date of grant. Upon the exercise of all or a portion of Tandem Stock Appreciation Rights, the related Option shall be canceled with respect to an equal number of shares of Common Stock. Shares of Common Stock subject to Options, or portions thereof, surrendered upon exercise of a Tandem Stock Appreciation Right, shall not be available for subsequent awards under the Plan. Subject to the provisions of Article XIX, a Nontandem Stock Appreciation Right shall be exercisable during such period as the Committee shall determine, which shall be set forth in the applicable agreement on or before the date of grant.

~~7.03.~~ ~~Term of Stock Appreciation Rights.~~ ~~The term of each Stock Appreciation Right granted under the Plan shall not exceed ten (10) years from the date of grant, subject to earlier termination as provided in Articles IX and X.~~

~~7.04.~~ ~~Surrender or Exchange of Tandem Stock Appreciation Rights~~. A Tandem Stock Appreciation Right shall entitle the Participant to surrender to the Company unexercised the related option, or any portion thereof, and to receive from the Company in exchange therefor that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock as of the date the Tandem Stock Appreciation Right is exercised over (ii) the option price per share specified in such Option, multiplied by (B) the number of shares of Common Stock subject to the Option, or portion thereof, which is surrendered. Cash shall be delivered in lieu of any fractional shares.

~~7.05.~~ ~~Exercise of Nontandem Stock Appreciation Rights~~. The exercise of a Nontandem Stock Appreciation Right shall entitle the Participant to receive from the Company that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock as of the date on which the Nontandem Stock Appreciation Right is exercised over (ii) the base price of the shares covered by the Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of Common Stock covered by the Nontandem Stock Appreciation Right, or the portion thereof being exercised. Cash shall be delivered in lieu of any fractional shares.

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~~7.06.~~ ~~Settlement of Stock Appreciation Rights~~. As soon as is reasonably practicable after the exercise of a Stock Appreciation Right, the Company shall (i) issue, in the name of the Participant, stock certificates representing the total number of full shares of Common Stock to which the Participant is entitled pursuant to Section 7.04 or 7.05 hereof, and cash in an amount equal to the ~~Fair Market Value, as of the date of exercise, of any resulting fractional shares~~Company’s fiscal 2022 and (ii) if the Committee causes the Company to elect to settle all or part of its obligations arising out of the exercise of the Stock Appreciation Right in cash pursuant to Section 7.07, deliver to the Participant an amount in cash equal to the Fair Market Value, as of the date of exercise, of the shares of Common Stock it would otherwise be obligated to deliver.

~~7.07.~~ ~~Cash Settlement~~. The Committee, in its discretion, may cause the Company to settle all or any part of its obligation arising out of the exercise of a Stock Appreciation Right by the payment of cash in lieu of all or part of the shares of Common Stock it would otherwise be obligated to deliver in an amount equal to the Fair Market Value of such shares on the date of exercise.

~~ARTICLE VIII~~

~~NONTRANSFERABILITY OF AWARDS~~

~~8.01.~~ ~~Nontransferability of Awards~~. Except to the extent permitted under Section 8.02, no Award may be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent and distribution, and no Award shall be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of an Award not specifically permitted herein shall be null and void and without effect. An Award may be exercised by a Participant, or otherwise settle, only during the Participant’s lifetime, or following the Participant’s death, pursuant to Article X.

~~8.02.~~ ~~Limited Exception to Nontransferability~~. Notwithstanding Section 8.01, the Committee may determine that a Nonstatutory Stock Option may be transferred by a Participant to one or more members of such Participant’s immediate family, to a partnership of which the only partners are members of such Participant’s immediate family, or to a trust established by a Participant for the benefit of one or more members of such Participant’s immediate family. For this purpose, immediate family means a Participant’s spouse, parents, children, grandchildren and the spouses of such parents, children and grandchildren. A transferee described in this Section 8.02 may not further transfer such Nonstatutory Stock Option. A trust described in this Section 8.02 may not be amended to benefit any person other than a member of the Participant’s immediate family. A Nonstatutory Stock Option transferred pursuant to this Section 8.02 shall remain subject to the provisions of the Plan, including, but not limited to, the provisions of Articles 9 and 10 relating to the effect on the Nonstatutory Stock Option of the Termination of Employment, Total Disability or death of the Participant, and shall be subject to such other rules as the Committee shall determine.

~~ARTICLE IX~~

~~TERMINATION OF EMPLOYMENT~~

~~9.01.~~ ~~Exercise after Termination of Employment~~. Except as the Committee may at any time provide, in the event that the employment of a Participant shall be terminated either by the Participant or by the Participant’s employer (for reasons other than death, Total Disability or Cause), any Option or Stock Appreciation Right granted to such Participant may be exercised (to the extent that the Participant was entitled to do so at the time of Participant’s Termination of Employment) at any time within one (1) year after such Termination of Employment, but in no case later than the date of expiration of the original term of the Option or Stock Appreciation Right; ~~provided, however~~, that if an Incentive Stock Option is not exercised within three (3) months following Termination of Employment, it shall be treated as a Nonstatutory Stock Option. If the Participant’s employment is terminated by the Participant’s employer for Cause, except as the Committee may at any time provide, any Option or Stock Appreciation Right may be exercised (to the extent that the Participant was entitled to do so at the time of the Termination of Employment) at any time within thirty (30) days after such Termination of Employment, but in no case later than the date of expiration of the original term of the Option or Stock Appreciation Right. Except to the extent otherwise set forth herein, any Options or Stock Appreciation Rights that are not exercisable on the date of a Termination of Employment for any reason shall lapse. In no event may an Option or Stock Appreciation Right be exercised after the expiration of the original term of the Option or Stock Appreciation Right.

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~~9.02.~~ ~~Total Disability~~. If a Participant to whom an Option or Stock Appreciation Right has been granted under the Plan shall have incurred a Total Disability, such Option or Stock Appreciation Right, to the extent not vested on the date of such Participant’s Termination of Employment due to Total Disability (it being understood that such termination occurs after nine (9) months of absence from work due to the Total Disability), shall continue to vest during the period of such Participant’s Total Disability, and, upon becoming vested, such award shall be exercisable within the one (1) year period after the applicable vesting date, but in no event later than the date of expiration of the original term of the Option or Stock Appreciation Right. To the extent that an Option or Stock Appreciation Right held by a Participant is vested on the date of such Participant’s Termination of Employment due to Total Disability, such Option or Stock Appreciation Right shall be exercisable within the one (1) year period after the date of such Termination of Employment, but in no event later than the date of expiration of the original term of the Option or Stock Appreciation Right. In the event of the death of a Participant following such Participant’s Termination of Employment due to Total Disability, any unvested Option or Stock Appreciation Right shall be fully vested on the date of such Participant’s death and shall be exercisable within the one (1) year period after the date of such Participant’s death, but in no event later than the expiration of the original term of the Option or Stock Appreciation Right.

Notwithstanding the foregoing, for purposes of exercising Incentive Stock Options, a Participant shall be deemed to have a Termination of Employment if the Participant is absent from work for three (3) months due to Total Disability, where the date of such Termination of Employment shall be the last date of active employment before the three (3) month period; in this event, if such Participant fails to exercise his or her Incentive Stock Option within three (3) months following such deemed Termination of Employment, such Incentive Stock Option shall be treated as a Nonstatutory Stock Option.

~~ARTICLE X~~

~~DEATH OF PARTICIPANT~~

~~10.01.~~ ~~Death of Participant While Employed~~. If a Participant to whom an Option or Stock Appreciation Right has been granted under the Plan shall die while employed by or otherwise providing services to the Company or one of its subsidiaries or affiliates, such Option or Stock Appreciation Right shall become fully exercisable by the Participant’s beneficiary (as designated by the Participant on the appropriate form provided by the Company), or if no beneficiary is so designated, then by the estate or person who acquires the right to exercise such Option or Stock Appreciation Right upon the Participant’s death by bequest or inheritance. Such exercise may occur at any time within one (1) year after the date of the Participant’s death (or such other period as the Committee may at any time provide), but in no case later than the date of expiration of the original term of the Option or Stock Appreciation Right.

~~10.02.~~ ~~Death of Participant Following Termination of Employment~~. Except in the case of death during the period of Total Disability, which shall be governed by Section 9.02, if a Participant to whom an Option or Stock Appreciation Right has been granted under the Plan shall die after the date of the Participant’s Termination of Employment, but before the end of the period provided under the Plan by which a terminated Participant may exercise such Option or Stock Appreciation Right, such Option or Stock Appreciation Right may be exercised, to the extent that the Participant was entitled to do so at the time of the Participant’s death, by the Participant’s beneficiary (as designated by the Participant on the appropriate form provided by the Company), or if no beneficiary is so designated, then by the estate or person who acquires the right to exercise such Option or Stock Appreciation Right upon the Participant’s death by bequest or inheritance. Such exercise may occur at any time within the period in which the terminated Participant could have exercised such Option or Stock Appreciation Right if the Participant had not died (or such other period as the Committee may at any time provide), but in no case later than the date of expiration of the original term of the Option or Stock Appreciation Right.

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~~ARTICLE XI~~

~~RESTRICTED SHARES~~
~~and~~
~~RESTRICTED SHARE UNITS~~

~~11.01.~~ ~~Grant of Restricted Shares and Restricted Share Units~~. The Committee may from time to time cause the Company to grant Restricted Shares and RSUs under the Plan to Participants, subject to such restrictions, conditions and other terms as the Committee may determine. Restricted Shares are shares of Common Stock which are subject to such conditions and restrictions as determined by the Committee, including conditions and restrictions relating to transferability. RSU awards represent an unfunded promise to pay the Participant a specified number of shares of Common Stock (or cash equivalent, as applicable) in the future if the conditions of the RSU award are satisfied and the RSU award is not otherwise forfeited prior to the stated date of delivery, under the terms and conditions applicable to such award.

~~11.02.~~ ~~Restrictions~~. At the time a grant of Restricted Shares or RSUs is made, the Committee shall establish the Restricted Period applicable to such Restricted Shares or RSUs. Each grant of Restricted Shares or RSUs may be subject to a different Restricted Period. The Committee may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the satisfaction of corporate or individual service or performance objectives, which shall be applicable to all or any portion of the Restricted Shares or RSUs. The Committee may also, in its sole discretion, waive any performance-based restrictions applicable to all or a portion of such Restricted Shares or RSUs, provided that the applicable terms and conditions are set forth on or before the date of grant of the award to the extent required to comply with Code Section 409A and the regulations thereunder. In the event of a Participant’s Termination of Employment for Total Disability, Restricted Shares or RSUs held by such Participant shall continue to vest during the period of Total Disability. Unless otherwise provided under the terms of the award, upon the death of a Participant, including during a Participant’s Total Disability, any performance conditions applicable to Restricted Shares or RSUs which have been granted to such Participant will be deemed to have been satisfied at target, if applicable, and the Restricted Period, if any, applicable to Restricted Shares or RSUs held by such Participant, will be deemed to have expired. Unless otherwise provided under the terms of the award, upon the Retirement of a Participant, the service restrictions and conditions, if any, applicable to any Restricted Shares or RSUs which have been granted to such Participant will be deemed to have been satisfied with respect to that percentage of the Restricted Shares or RSUs equal to (i) the number of complete months between the first day of the Restricted Period and the date of the Participant’s Retirement, divided by (ii) the number of complete months in the Restricted Period. Any Restricted Shares or RSUs granted to a Participant for which the restrictions and conditions are not deemed to have expired pursuant to the preceding sentence shall be forfeited in accordance with Section 11.05. Subject to Sections 4.02 and 18.01, an award may also provide for full or pro-rata vesting upon other events, such as upon a Change in Control or for other reasons, provided that any such applicable terms and conditions are set forth on or before the date of grant of the award.

~~11.03.~~ ~~Rights of Holders of Restricted Shares~~. Participants to whom Restricted Shares have been granted shall not have the right to vote such shares or the right to receive any dividends with respect to such Restricted Shares. In the event of the payment of a dividend or other distribution in connection with the shares of Common Stock, Participants may, at the discretion of the Committee, receive such dividend or distribution equivalent subject to the same restrictions and vesting conditions as the underlying Restricted Shares. The Committee may, in its discretion, specify in the applicable award agreement that any or all dividend or other distribution equivalents paid on Restricted Shares prior to vesting be credited to the Participant in cash or in a number of additional Restricted Shares having an aggregate Fair Market Value equal to the dividend per share paid on the Common Stock multiplied by the number of Restricted Shares credited to the Participant’s account at the time the dividend was declared, subject to such terms and conditions, including such restrictions, of the applicable Restricted Shares. Such cash right or additional Restricted Shares credited to a Participant in relation to dividend or other distribution equivalents with respect to a Restricted Share shall be subject to the same restrictions as such Restricted Share. All distributions or credits in respect of such distributions, if any, received by a Participant with respect to Restricted Shares as a result of any stock split-up, stock distribution, a combination of shares, or other similar transaction shall be subject to the restrictions of this Article XI and the adjustment provisions of Article XV.

~~11.04.~~ ~~Rights of Holders of Restricted Share Units~~. Participants to whom RSUs have been granted shall not have the right to vote the shares subject to such RSUs or the right to receive any dividends with respect to the shares subject to such RSUs. In the event of the payment of a dividend or other distribution in connection with the shares

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of Common Stock, Participants may, at the discretion of the Committee, receive such dividend or distribution equivalent subject to the same restrictions and vesting conditions as the underlying RSUs. The Committee may, in its discretion, specify in the applicable award agreement that any or all dividend or other distribution equivalents paid on the shares of Common Stock underlying a Participant’s RSUs prior to the vesting of the Participant’s RSUs be credited to the Participant in cash or in a number of additional RSUs having an aggregate Fair Market Value equal to the dividend per share paid on the Common Stock multiplied by the number of RSUs credited to the Participant’s account at the time the dividend was declared. Such cash right or additional RSUs credited to the Participant in relation to dividend or other distribution equivalents paid with respect to an RSU shall be subject to the same restrictions as such RSU. All distributions or credits in respect of such distributions, if any, received by a Participant with respect to RSUs as a result of any stock split-up, stock distribution, a combination of shares, or other similar transaction shall be subject to the restrictions of this Article XI and the adjustment provisions of Article XV.

~~11.05.~~ ~~Forfeiture Upon Termination of Employment~~. Except as provided in Section 11.02 and Section 18.01, and as the Committee may at any time provide, any Restricted Shares or RSUs granted to a Participant pursuant to the Plan shall be forfeited if the Participant experiences a Termination of Employment either by the Participant or by the Participant’s employer for reasons other than death or Total Disability prior to the expiration of the Restricted Period and the satisfaction of any other conditions applicable to such Restricted Shares or RSUs. In addition, if the Participant’s Termination of Employment occurs as a result of Retirement, any Restricted Shares or RSUs which do not vest in accordance with Section 11.02 shall be forfeited.

~~11.06.~~ ~~Delivery of Shares~~. Delivery of shares of Common Stock in respect of Restricted Shares shall be made promptly following lapse or termination of the Restricted Period and satisfaction of any related conditions. Unless, in the case of RSUs, an election is made under Section 11.08 to defer the settlement of RSUs, and unless otherwise provided in the terms of any award, upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, RSUs shall be settled by delivery of a stock certificate for the number of shares of Common Stock associated with the award with respect to which the restrictions have expired or the terms and conditions have been satisfied to the Participant or the Participant’s beneficiary or estate, as the case may be. Such payment in settlement of RSUs shall be made promptly, but in any event not later than (i) the end of the year in which the Restricted Period ended and the conditions were satisfied or (ii) if later, the 15^th day of the third calendar month following the date on which the Restricted Period ended, provided that the award holder will not be permitted, directly or indirectly, to designate the taxable year of settlement. The Participant may be required to execute a release of claims against the Company and its subsidiaries in this event. If an election is made under Section 11.08 to defer the settlement of RSUs, delivery shall occur as described here but upon the date or dates of delivery in accordance with Section 11.09 and the deferral election. Notwithstanding the above, if the Participant is a Specified Employee, and is entitled to receive a payment in respect of RSUs upon Termination of Employment or on a date determinable based on the date of Termination of Employment (and not a pre-determined fixed date or schedule), then, except in the event of the Participant’s death after such Termination of Employment, such payment shall be delayed by at least six (6) months after the date of such Participant’s Termination of Employment to the extent required by Code Section 409A and the regulations thereunder.

~~11.07.~~ ~~Performance-Based Objectives~~. At the time of the grant of Restricted Shares or RSUs to a Participant, and prior to the beginning of the performance period to which performance objectives relate, the Committee may establish performance objectives based on criteria selected by the Committee, including any one or more of the following, which may be expressed with respect to the Company or one or more operating units or groups, as the Committee may determine: price of Common Stock, or the common stock of any affiliate, shareholder return, return on equity, return on investment, return on capital, sales productivity, comparable store sales growth, economic profit, economic value added, net income,fiscal 2019 GAAP operating income, gross margin, sales, free cash flow, earnings per share, operating company contribution or market share. These factors shall have a minimum performance standard below which, and a maximum performance standard above which, no payments will be made. These performance goals may be based on an analysisrespectively.

Reconciliations of historical performance and growth expectations for the business, financial results of other comparable businesses, and progress towards achieving the long-range strategic plan for the business. These performance goals and determination of results shall be based entirely on financial measures. The Committee shall specify how any performance objectives shall be adjustedReported Operating Income to the extent necessary to prevent dilution or enlargement of any award as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture,Adjusted Operating Income (in millions)


	2022		2021		2020		2019

Reported Operating Income	$	1,376	$	2,009	$	1,604	$	1,040

Plus: Write-off of Inventory due to Tornado⁽¹⁾		—		9		—		—

Plus: Restructuring Charges⁽²⁾		—		—		30		—

Adjusted Operating Income	$	1,376	$	2,019	$	1,634	$	1,040

(1)	In the fourth quarter of 2021, the Company recognized a pre-tax loss of $9 million related to the write-off of inventory that was destroyed by a tornado at a vendor’s facility.

(2)	In the second quarter of 2020, the Company recognized pre-tax severance charges of $30 million related to restructuring activities.

2023 Proxy Statement | Bath & Body Works, Inc. A-1

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consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction. To the extent that the award is subject to Code Section 409A, and to the extent intended and necessary to comply with change in control payment or toggle rules under Code Section 409A, payment in connection with a Change in Control must be made in respect of a Change in Control that satisfies the definition of “change in control event” in Code Section 409A and the regulations thereunder, unless otherwise permitted in satisfaction of the alternative payment rules under Code Section 409A and the regulations thereunder.

~~11.08.~~ ~~Deferred Restricted Share Units~~. The Committee may permit a Participant who has been designated to receive an RSU award to elect to defer the receipt of the shares in settlement of such RSU award as well as the form of payment of such deferred RSUs.

All elections under this Section 11.08 to defer the settlement of an RSU award must be made in accordance with the requirements of Code Section 409A and the regulations thereunder. Any election not in compliance with such requirements shall be treated as invalid and the deferral election shall be disregarded and distribution of the shares upon settlement of the awards shall be made as though the Participant did not elect to defer. For this purpose, an invalid deferral election shall include (but is not limited to) a deferral election that (i) is not executed (regardless of when received), (ii) is executed but received after the applicable irrevocable date or (iii) cannot otherwise become effective under applicable rules. If a valid deferral election is incomplete, the deferral election shall be honored and distribution of the shares attributable to the awards shall be made as though the Participant elected a deferred lump sum payment. For this purpose, a valid but incomplete deferral election is one that has been received and executed on or before the applicable irrevocable date, but does not indicate the form of payment (lump sum versus installments), or indicates an election for installment payments but not the number of installment payments. Unless the award agreement and terms and conditions accompanying specific awards indicate otherwise, or as otherwise provided in the Plan, the deferred RSUs shall be subject to the same restrictions, conditions and forfeiture provisions as the associated nondeferred RSUs.

During the Restricted Period with respect to RSUs, Participants shall not have the right to receive any dividends. After the end of the Restricted Period and prior to the time that shares of Common Stock are transferred to the Participant, within sixty (60) days after the date of payment of a dividend by the Company on its shares of Common Stock, the Participant shall be credited with “dividend equivalents” with respect to each outstanding RSU in an amount equal to the amount the Participant would have received as dividends if the RSUs were actual shares of Common Stock. Such dividend equivalents will be converted into additional RSUs based on the Fair Market Value of the Common Stock on the dividend payment date, in accordance with the procedures established by the Committee, and paid at the same time and in the same manner as the underlying RSUs.

At no time shall any assets of the Company be segregated for payment of RSUs hereunder. Participants who have elected to defer the settlement of RSUs shall at all times have the status of general unsecured creditors of the Company and shall not have any rights in or against specific assets of the Company. The Plan constitutes a mere promise by the Company to make payments attributable to RSUs in the future, in accordance with the applicable terms and conditions.

~~11.09.~~ ~~Payment of Deferred Restricted Share Units~~. RSUs are payable solely in shares of unrestricted Common Stock, and shall be paid in accordance with the terms of delivery under Section 11.06 and this Section 11.09. Shares attributable to deferred RSUs that are vested in accordance with the terms and conditions applicable to such awards shall be transferred to the Participant at the time and in the form as elected by the Participant and as set forth in the terms and conditions applicable to such awards, which shall be either in a single payment or in up to ten (10) installment payments.

If a lump sum distribution is elected, the payment shall be made on the date provided in, and in accordance with, the terms and conditions applicable to the award. If installment distributions are elected, the initial installment shall be paid on the date provided in, and in accordance with, the terms and conditions applicable to the award. Subsequent installments shall be made on each anniversary of the initial installment and shall continue for the duration of the selected distribution period. If the Participant dies prior to the time all shares have been distributed, distribution shall be made to the Participant’s beneficiary or estate on the payment date provided in, and in accordance with, the terms and conditions applicable to the RSU award. If Termination of Employment occurs during the Restricted Period, the terms and conditions shall set forth the rights of the Participant to payment, as well as the time and form of distribution of such awards, if any, to the Participant. A participant shall have no rights as a shareholder with respect to deferred RSUs until such time, if any, as shares of Common Stock are transferred to the Participant (or the

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Participant’s beneficiary or estate, if applicable). Notwithstanding the above, if the Participant is a Specified Employee and is entitled to receive payment upon Termination of Employment or on a date determinable based on the date of Termination of Employment (and not a pre-determined fixed date or schedule), then, except in the event of the Participant’s death after such Termination of Employment, such payment (or in the case of installments, the first payment) shall be delayed by at least six (6) months after the date of such Participant’s Termination of Employment, to the extent required by Code Section 409A and the regulations thereunder; in this event, subsequent installment payments shall occur on the anniversary of the first delayed installment payment.

Provided that the terms and conditions applicable to a deferred RSU award permit it, a Participant may change the Participant’s distribution election, provided such change in distribution election is made not less than 12 months before the date the payment (or in the case of installments, the first payment) is scheduled to be made, and is irrevocable after this date. Such an election may be made to change payment(s) from a single lump sum payment to installment payments, from installment payments to a single lump sum payment, or from one number of installment payments to another number of installment payments, by submitting such election to the Company; ~~provided~~, (i) such election does not become effective until at least twelve (12) months after the date on which the election is made and (ii) except in the case of payment permissible upon the Participant’s death, the payment (or in the case of installments the first payment) must be deferred for a period of not less than five (5) years from the date such payment would have been made or commenced if there had been no election to change the form of payment. For this purpose, all installment payments are treated as a single payment. Any election not made in accordance with such procedures shall be treated as invalid, and the change in distribution election shall be disregarded and distribution of the shares of Common Stock attributable to the awards shall be made as though the Participant did not elect to change the time and form of distribution. For this purpose, an invalid change in distribution election shall include (but is not limited to) an election that (i) is not executed (regardless of when received), (ii) is executed but received after the applicable irrevocable date or (iii) cannot otherwise become effective under applicable rules. If a valid change in distribution election is incomplete, the change in distribution election shall be honored and distribution of the shares attributable to the awards shall be made as though the Participant elected a change in distribution to a deferred lump sum payment. For this purpose, a valid but incomplete change in distribution election is one that has been received and executed on or before the applicable irrevocable date, but does not indicate the form of payment (lump sum versus installments), or indicates an election for installment payments but not the number of installment payments.

~~ARTICLE XII~~

~~PERFORMANCE UNITS~~

~~12.01.~~ ~~Award of Performance Units~~. For each Performance Period, Performance Units may be granted under the Plan to such Participants as the Committee shall determine. The award agreement covering such Performance Units shall specify the Ending Value. If necessary to make the calculation of the amount to be paid to the Participant pursuant to Sections 12.03 and 12.04, the Committee shall also state in the award agreement the Initial Value. The award agreement may also specify that each Performance Unit is deemed to be equivalent to one (1) share of Common Stock. Performance Units granted to a Participant shall be credited to a Performance Unit Account established and maintained for such Participant.

~~12.02.~~ ~~Performance Period. Different Performance Periods may be established for different Participants receiving Performance Units. Performance Periods may run consecutively or concurrently.~~

~~12.03.~~ ~~Right to Payment of Performance Units~~. All applicable terms and conditions shall be set forth in the award agreement and/or in accompanying terms and conditions on or before the date of grant of Performance Units. With respect to each award of Performance Units under this Plan, the Committee shall specify the Performance Objectives. If the Performance Objectives established for a Participant for the Performance Period are partially but not fully met, the Committee may, nonetheless, in its sole discretion, determine that all or a portion of the Performance Units have vested but such determination shall not change the date of payment of the awards. If the Performance Objectives for a Performance Period are exceeded, the Committee may, in its sole discretion, grant additional, fully vested Performance Units to the Participant. Except as provided in Section 18.01, on or before the date of grant, the Committee may also determine, in its sole discretion, that Performance Units awarded to a Participant shall become partially or fully vested upon the Participant’s death, Total Disability or Retirement, or upon the Participant’s Termination of Employment prior to the end of the Performance Period but such determination shall not change the date of payment of the awards. Performance Unit awards represent an unfunded promise to pay the

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Participant the value specified in the award agreement and/or applicable terms and conditions in the future if the conditions associated with the Performance Unit award are satisfied and the Performance Units are not otherwise forfeited prior to the stated date of payment, under the terms and conditions applicable to such award.

~~12.04.~~ ~~Payment for Performance Units~~. As soon as practicable following the end of a Performance Period but not later than 90 days after the end of a Performance Period, the Committee shall determine whether the Performance Objectives for the Performance Period have been achieved (or partially achieved to the extent necessary to permit partial vesting at the discretion of the Committee pursuant to Section 12.03). If the Performance Objectives for the Performance Period have been exceeded, the Committee shall determine whether additional Performance Units shall be granted to the Participant pursuant to Section 12.03. Within 90 days after the end of a Performance Period, provided the Committee determines the Performance Objectives have been achieved or partially achieved pursuant to Section 12.03, if the award agreement specifies that each Performance Unit is deemed to be equivalent to one (1) share of Common Stock, the Company shall pay to the Participant an amount with respect to each vested Performance Unit equal to the Fair Market Value of a share of Common Stock on such payment date or, if the Committee shall so specify at the time of grant, an amount equal to (i) the Fair Market Value of a share of Common Stock on the payment date less (ii) the Fair Market Value of a share of Common Stock on the date of grant of the Performance Unit. If the award agreement specifies a value for each Performance Unit or sets forth a formula for determining the value of each Performance Unit at the time of payment, then within 90 days after the end of a Performance Period, provided the Committee determines the Performance Objectives have been achieved or partially achieved pursuant to Section 12.03, the Company shall pay to the Participant an amount with respect to each vested Performance Unit equal to the Ending Value of the Performance Unit or, if the Committee shall so specify at the time of grant, an amount equal to (i) the Ending Value of the Performance Unit less (ii) the Initial Value of the Performance Unit. Payment shall be made entirely in cash, entirely in Common Stock or in such combination of cash and Common Stock as the Committee shall determine. The Committee may, in its discretion, permit the deferral of settlement of vested Performance Units pursuant to procedures consistent with those applicable to the deferral of settlement of RSUs under Sections 11.08 and 11.09 above, subject to any exceptions or requirements under Section 409A of the Code and the regulations thereunder.

~~12.05.~~ ~~Voting and Dividend Rights~~. No Participant shall be entitled to any voting rights, to receive any dividends, or to have his or her Performance Unit Account credited or increased as a result of any dividends or other distribution with respect to Common Stock. In the event of the payment of a dividend or other distribution in connection with the shares of Common Stock, Participants may, at the discretion of the Committee, receive such dividend or distribution equivalent subject to the same restrictions and vesting conditions as the underlying Performance Units. The Committee may, in its discretion, specify in the applicable award agreement that any or all dividend or other distribution equivalents paid on the shares of Common Stock underlying a Participant’s Performance Units prior to the vesting of the Participant’s Performance Units be credited to the Participant in cash or in a number of additional Performance Units having an aggregate Fair Market Value equal to the dividend per share paid on the Common Stock multiplied by the number of Performance Units credited to the Participant’s account at the time the dividend was declared. Such cash right or additional Performance Units credited to the Participant in relation to dividend or other distribution equivalents paid with respect to a Performance Unit shall be subject to the same restrictions and satisfaction of the same Performance Objectives as applicable to such Performance Unit. All distributions or credits in respect of distributions, if any, received by a Participant with respect to Performance Units as a result of any stock split-up, stock distribution, a combination of shares, or other similar transaction shall be subject to the restrictions of this Article XII and the adjustment provisions of Article XV.

~~ARTICLE XIII~~

~~UNRESTRICTED SHARES~~

~~13.01.~~ ~~Award of Unrestricted Shares~~. The Committee may cause the Company to grant Unrestricted Shares to associates at such time or times, in such amounts and for such reasons as the Committee, in its sole discretion, shall determine. Except to the extent required by applicable law, no payment shall be required for Unrestricted Shares.

~~13.02.~~ ~~Delivery of Unrestricted Shares~~. The Company shall issue, in the name of each Participant to whom Unrestricted Shares have been granted, stock certificates representing the total number of Unrestricted Shares granted to the Participant, and shall deliver such certificates to the Participant on a fixed or objectively determinable date of payment, which shall be set forth at the time of grant.

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~~13.03.~~ ~~Deferred Share Units. The Committee may permit a Participant who has been designated to receive an Unrestricted Share award to elect to receive such Unrestricted Share award in the form of Deferred Share Units.~~

Any such election must be made on or before December 31 of the calendar year prior to the year the compensation attributable to such award (or any portion of such award) is earned, and shall be irrevocable after such date, and further shall comply with the rules set forth in Section 11.08, which apply to deferral elections, including such rules relating to invalid and valid but incomplete deferral elections. At no time shall any assets of the Company be segregated for payment of Deferred Share Units hereunder. Participants who have elected to receive Unrestricted Shares in the form of Deferred Share Units shall at all times have the status of general unsecured creditors of the Company and shall not have any rights in or against specific assets of the Company. The Plan constitutes a mere promise by the Company to make payments on Deferred Share Units in the future.

After the award of Deferred Share Units to the Participant and prior to the time that shares of Common Stock are transferred to the Participant pursuant to Section 13.04, within sixty (60) days after the date of payment of a dividend by the Company on its shares of Common Stock, the Participant shall be credited with “dividend equivalents” with respect to each outstanding Deferred Share Unit in an amount equal to the amount the Participant would have received as dividends if the Deferred Share Units were actual shares of Common Stock. Such dividend equivalents will be converted into additional Deferred Share Units based on the Fair Market Value of the Common Stock on the dividend payment date, in accordance with the procedures established by the Committee, and paid at the same time and in the same manner as the underlying Deferred Share Units.

~~13.04.~~ ~~Payment of Deferred Share Units~~. Deferred Share Units are payable solely in shares of unrestricted Common Stock, and shall be paid in accordance with the terms of delivery under Section 13.03 and this Section 13.04. Shares applicable to such awards shall be transferred to the Participant at the time and in the form as elected by the Participant and as set forth in the terms and conditions applicable to such awards, which shall be either in a single payment or in up to ten (10) installment payments.

If a lump sum distribution is elected, the payment shall be made on the date provided in, and in accordance with, the terms and conditions applicable to the award. If installment distributions are elected, the initial installment shall be paid on the date provided in, and in accordance with, the terms and conditions applicable to the award. Subsequent installments shall be made on each anniversary of the initial installment and shall continue for the duration of the selected distribution period. If the Participant dies prior to the time all shares have been distributed, distribution shall be made to the Participant’s beneficiary or estate on the payment date provided in, and in accordance with, the terms and conditions applicable to the award. A Participant shall have no rights as a shareholder with respect to Deferred Share Units until such time, if any, as shares of Common Stock are transferred to the Participant (or the Participant’s beneficiary or estate, if applicable). Notwithstanding the above, if the Participant is a Specified Employee and is entitled to receive payment upon Termination of Employment or on a date determinable based on the date of Termination of Employment (and not a pre-determined fixed date or schedule), then, except in the event of the Participant’s death after such Termination of Employment, such payment (or in the case of installments, the first payment) shall be delayed by at least six (6) months after the date of such Participant’s Termination of Employment, to the extent required by Code Section 409A and the regulations thereunder; in this event, subsequent installment payments shall occur on the anniversary of the first delayed installment payment.

Provided that the terms and conditions applicable to a Deferred Share Unit award permit it, a Participant may change the Participant’s distribution election, provided such change in distribution election shall comply with the procedures and rules set forth in Section 11.09 which apply to change in distribution elections, including such rules relating to invalid and valid but incomplete change in distribution elections.

~~ARTICLE XIV~~

~~CLAWBACK~~

~~14.01.~~ ~~Clawback~~. If the Committee determines in good faith either that: (i) if required by applicable law with respect to a Participant or (ii) (x) a Participant engaged in fraudulent conduct or activities relating to the Company, (y) a Participant has knowledge of such conduct or activities or (z) a Participant, based upon the Participant’s position, duties or responsibilities, should have had knowledge of such conduct or activities, the Committee shall have the power and authority under the Plan to terminate without payment all outstanding awards under the Plan. If required by applicable law with respect to a Participant or if a Participant described in (ii) above has received any

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compensation pursuant to an award granted under the Plan that is based on or results from such conduct or activities, such Participant shall promptly reimburse to the Company a sum equal to either an amount required by such law or the amount of such compensation paid in respect of the year in which such conduct or activities occurred, as applicable.

~~ARTICLE XV~~

~~ADJUSTMENTS; REPRICING~~

~~15.01.~~ ~~Adjustments~~. Notwithstanding any other provision of the Plan, the Committee shall make or provide for such adjustments to the Plan, to the number and class of shares available thereunder or to any outstanding Options, Stock Appreciation Rights, Restricted Shares, RSUs, Performance Units or other awards as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event of changes in the number of shares of outstanding Common Stock by reason of stock dividends, extraordinary cash dividends, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. However, any such adjustment with respect to Options and Stock Appreciation Rights shall satisfy the requirements of Reg. §1.409A-1(b)(5)(v)(D) and shall otherwise ensure that such awards continue to be exempt from Code Section 409A, and any such adjustment to awards that are subject to Code Section 409A, including RSUs and Performance Units, shall be made to the extent compliant with Code Section 409A and the regulations thereunder.

~~15.02.~~ ~~Repricing~~. Except as provided above in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other awards or Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights without stockholder approval.

~~ARTICLE XVI~~

~~AMENDMENT AND TERMINATION~~

~~16.01.~~ ~~Amendment and Termination~~. The Board may suspend, terminate, modify or amend the Plan, provided that any amendment that would constitute a “material revision” of the Plan within the meaning of New York Stock Exchange Rule 303A(8) shall be subject to the approval of the Company’s stockholders. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue to apply to awards granted prior to such termination. No suspension, termination, modification or amendment of the Plan may, without the consent of the Participant to whom an award shall theretofore have been granted, materially adversely affect the rights of such Participant under such award, except to the extent any such action is undertaken to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

~~ARTICLE XVII~~

~~WRITTEN AGREEMENT~~

~~17.01.~~ ~~Written Agreements~~. Each award of Options, Stock Appreciation Rights, Restricted Shares, RSUs, Performance Units and Unrestricted Shares shall be evidenced by a written agreement, executed by the Participant and the Company, and containing such restrictions, terms and conditions, if any, as the Committee may require. In the event of any conflict between a written agreement and the Plan, the terms of the Plan shall govern.

~~ARTICLE XVIII~~

~~CHANGE IN CONTROL~~

~~18.01.~~ ~~Effect of Change in Control~~. In the event that a Participant’s employment or service is terminated by the Company other than for Cause or, to the extent provided in an employment agreement between the Company and a Participant, a Participant resigns for Good Reason, in either case during the 24-month period beginning on the date of a Change in Control, (i) Options and Stock Appreciation Rights granted to such Participant which are not yet exercisable shall become fully exercisable; (ii) any restrictions applicable to any Restricted Shares and RSUs awarded

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to such Participant shall be deemed to have been satisfied at target and the Restricted Period, if any, as applicable to such Restricted Shares and RSUs held by such Participant shall be deemed to have expired; and (iii) any Performance Objectives applicable to any Performance Units awarded to such Participant shall be deemed to have been satisfied at target and the Performance Period, if any, as applicable to such Performance Units held by such Participant shall be deemed to have expired. Notwithstanding the foregoing, or the provisions of Sections 11.06 or 12.04, if the accelerated settlement of any RSU or Performance Unit would cause the application of additional taxes under Code Section 409A, such RSU or Performance Unit will be settled on the date it would otherwise have been settled in the absence of a Change in Control, unless the transaction constituting the Change in Control falls within the definition of a Change in Control Event within the meaning of Code Section 409A and the regulations thereunder. Notwithstanding the foregoing, for the avoidance of doubt, the Committee in place prior to a Change in Control may in its discretion provide for alternative treatment of awards in connection with the Change in Control.

~~ARTICLE XIX~~

~~MISCELLANEOUS PROVISIONS~~

~~19.01~~ ~~Awards to Participants Outside the United States~~. The Committee may modify the terms of any outstanding or new award under the Plan granted to a Participant who is, at the time of grant or during the term of the award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such award shall conform to laws, regulations and customs of the country in which the Participant is then resident or primarily employed. An award may be modified under this Section 19.01 in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation

~~19.02.~~ ~~Tax Withholding~~. The Company shall have the right to require Participants or their beneficiaries or legal representatives to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements, or to deduct from all payments under this Plan amounts sufficient to satisfy all withholding tax requirements. Whenever payments under the Plan are to be made to a Participant in cash, such payments shall be net of any amounts sufficient to satisfy all federal, state and local withholding tax requirements. The Committee may, in its discretion, permit a Participant to satisfy the Participant’s tax withholding obligation either by (i) surrendering shares of Common Stock owned by the Participant or (ii) having the Company withhold from shares of Common Stock otherwise deliverable to the Participant. Shares of Common Stock surrendered or withheld shall be valued at their Fair Market Value as of the date on which income is required to be recognized for income tax purposes. In the case of an award of Incentive Stock Options, the foregoing right shall be deemed to be provided to the Participant at the time of such award.

~~19.03.~~ ~~Compliance With Section 16(b)~~. In the case of Participants who are or may be subject to Section 16 of the Act, it is the intent of the Company that the Plan and any award granted hereunder satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule 16b-3 under the Act, so that such persons will be entitled to the benefits of Rule 16b-3 under the Act or other exemptive rules under Section 16 of the Act and will not be subjected to liability thereunder. If any provision of the Plan or any award would otherwise conflict with the intent expressed herein, that provision, to the extent possible, shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Participants who are or may be subject to Section 16 of the Act.

~~19.04.~~ ~~Successors~~. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and businesses of the Company. In the event of any of the foregoing, the Committee may, at its discretion prior to the consummation of the transaction, cancel, offer to purchase, exchange, adjust or modify any outstanding awards, at such time and in such manner as the Committee deems appropriate and in accordance with applicable law and the provisions of Article XV.

~~19.05.~~ ~~General Creditor Status~~. Participants shall have no right, title or interest whatsoever in or to any investments which the Participant may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant or beneficiary or legal representative of such Participant. To the extent that any person acquires a right to receive payments from the Company under the Plan, such

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right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

~~19.06.~~ ~~No Right to Employment~~. Nothing in the Plan or in any written agreement entered into pursuant to Article XVII, nor the grant of any award, shall confer upon any Participant any right to continue in the employ of the Company or a subsidiary or to be entitled to any remuneration or benefits not set forth in the Plan or such written agreement or interfere with or limit the right of the Company or a subsidiary to modify the terms of or terminate such Participant’s employment at any time.

~~19.07.~~ ~~No Rights to Awards; No Rights to Additional Payments~~. No Participant shall have any claim to be granted any award under the Plan, and there is no obligation for uniformity of treatment of Participants. All grants of awards and deliveries of Common Stock, cash or other property under the Plan shall constitute a special discretionary incentive payment to the Participant and shall not be required to be taken into account in computing any contributions to or any benefits under any retirement, profit-sharing, severance or other benefit plan of the Company or any subsidiary or affiliate, unless the Committee expressly provides otherwise in writing.

~~19.08.~~ ~~Notices~~. Notices required or permitted to be made under the Plan shall be sufficiently made if sent by registered or certified mail addressed (a) to the Participant at the Participant’s address set forth in the books and records of the Company or its subsidiaries or (b) to the Company or the Committee at the principal office of the Company.

~~19.09.~~ ~~Severability~~. In the event that any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~19.10.~~ ~~Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.~~

~~19.11.~~ ~~Term of Plan. Unless earlier terminated pursuant to Article XVI hereof, the Plan shall terminate on May 14, 2030.~~

~~ARTICLE XX~~

~~DEFINITIONS~~

~~20.01 As used in the Plan, the following terms shall have the respective meanings indicated:~~

~~(a) “Act” means the Securities Exchange Act of 1934, as amended.~~

~~(b) “Board” means the Company’s Board of Directors.~~

~~(c) “Cause~~” means that the Participant (1) was grossly negligent in the performance of the Participant’s duties with the Company (other than a failure resulting from the Participant’s incapacity due to physical or mental illness); (2) has plead “guilty” or “no contest” to or has been convicted of an act which is defined as a felony under federal or state law; or (3) engaged in misconduct in bad faith which could reasonably be expected to materially harm the Company’s business or its reputation. The Participant shall be given written notice by the Company of a termination for Cause, which shall state in detail the particular act or acts or failures to act that constitute the grounds on which the termination for Cause is based.

~~(d) “Change in Control” means, and shall be deemed to have occurred upon, the occurrence of any of the following events:~~

1) Any Person (other than an Excluded Person) becomes, together with all “affiliates” and “associates” (each as defined under Rule 12b-2 of the Act) the “beneficial owner” (as defined under Rule 13d-3 of the Act) of securities representing 33% or more of the combined voting power of the Voting Stock of the Company then outstanding, unless such Person becomes the “beneficial owner” of 33% or more of the combined voting power of such Voting Stock then outstanding solely as a result of an acquisition of such Voting Stock by the Company which, by reducing the Voting Stock of the Company outstanding, increases the proportionate Voting Stock beneficially owned by such Person (together with all “affiliates” and “associates” of such Person) to 33% or more of the combined voting power of the Voting

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~~Stock of the Company then outstanding;~~ ~~provided~~ that if a Person shall become the “beneficial owner” of 33% or more of the combined voting power of the Voting Stock of the Company then outstanding by reason of such Voting Stock acquisition by the Company and shall thereafter become the “beneficial owner” of any additional Voting Stock of the Company which causes the proportionate voting power of Voting Stock beneficially owned by such Person to increase to 33% or more of the combined voting power of the Voting Stock of the Company then outstanding, such Person shall, upon becoming the “beneficial owner” of such additional Voting Stock of the Company, be deemed to have become the “beneficial owner” of 33% or more of the combined voting power of the Voting Stock then outstanding other than solely as a result of such Voting Stock acquisition by the Company;

2) During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company (and any new Director, whose election by such Board or nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority of Directors then constituting such Board;

3) A reorganization, merger or consolidation of the Company is consummated, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 50% of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the “beneficial owners” of the Voting Stock of the Company outstanding immediately prior to such reorganization, merger or consolidation, (ii) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 33% or more of the voting power of the outstanding Voting Stock of the Company) beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board of Directors of the Company at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

4) The consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to any corporation with respect to which, immediately following such sale or other disposition, (A) more than 50% of, respectively, the then-outstanding shares of common stock of such corporation and the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the “beneficial owners” of the Voting Stock of the Company outstanding immediately prior to such sale or other disposition of assets, (B) no Person (but excluding for this purpose any Excluded Person and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 33% or more of the voting power of the outstanding Voting Stock of the Company) beneficially owns, directly or indirectly, 33% or more of, respectively, the then-outstanding shares of common stock of such corporation or the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Board of Directors of the Company at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.

Notwithstanding the foregoing, in no event shall a “Change in Control” be deemed to have occurred (i) as a result of the formation of a Holding Company or (ii) with respect to a Participant, if the Participant is part of a “group,” within the meaning of Section 13(d)(3) of the Act as in effect on the Plan’s effective date, which consummates the Change in Control transaction. In addition, for purposes of the definition of “Change in

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Control” a Person engaged in business as an underwriter of securities shall not be deemed to be the “beneficial owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition.

~~(e) “Change in Control Event” has the meaning set forth in Code Section 409A.~~

~~(f) “Code” means the Internal Revenue Code of 1986, as amended.~~

~~(g) “Committee” means the Compensation Committee of the Board.~~

~~(h) “Common Stock” means shares of the Company’s common stock.~~

~~(i) “Deferred Share Unit” means the right to receive a share of Common Stock in the future.~~

~~(j) “Ending Value” means the value for each Performance Unit or formula for determining the value of each Performance Unit at the time of payment, in each case as provided for in the applicable award agreement.~~

~~(k) “Excluded Person~~” means (i) the Company; (ii) any of the Company’s subsidiaries; (iii) any Holding Company; (iv) any employee benefit plan of the Company, any of its subsidiaries or a Holding Company; or (v) any Person organized, appointed or established by the Company, any of its subsidiaries or a Holding Company for or pursuant to the terms of any plan described in clause (iv).

~~(l) “Fair Market Value~~” means the closing price of the Common Stock as reported on the principal exchange on which the shares are listed for the date on which the grant, exercise or other transaction occurs, or if there were no sales on such date, the most recent prior date on which there were sales.

~~(m) “Good Reason” has the meaning set forth in a Participant’s employment agreement.~~

~~(n) “Holding Company~~” means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then-outstanding voting securities of such entity entitled to vote generally in the election of directors is, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the “beneficial owners,” respectively, of the Voting Stock of the Company outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Stock of the Company.

~~(o) “Incentive Stock Option” has the meaning set forth in Section 2.01 of the Plan.~~

~~(p) “Initial Value~~” means the initial value for each Performance Unit as provided for in the applicable award agreement and as necessary to make the calculation of the amount to be paid to a Participant pursuant to Sections 12.03 and 12.04 of the Plan.

~~(q) “Nonstatutory Stock Option” has the meaning set forth in Section 2.01 of the Plan.~~

~~(r) “Nontandem Stock Appreciation Right” has the meaning set forth in Section 2.01 of the Plan.~~

~~(s) “Participant” means any individual who receives an award pursuant to Section 4.01 of the Plan.~~

~~(t) “Performance Objectives~~” means the performance objectives, as specified by the Committee, which must be satisfied in order for the Participant to vest in the Performance Units which have been awarded to the Participant for the Performance Period.

~~(u) “Performance Period” means the period of time, as established by the Committee in its sole discretion, applicable to Performance Units.~~

~~(v) “Performance Unit Account” means an account established and maintained for a Participant who is granted Performance Units.~~

~~(w) “Performance Units” has the meaning set forth in Section 2.01 of the Plan.~~

~~(x) “Person” means any individual composition, partnership, limited liability company, associations, trust or other entity or organization.~~

~~(y) “Preexisting Plan” means the 1993 Stock Option and Performance Plan.~~

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~~TABLE OF CONTENTS~~

~~(z) “Restricted Period” means the period of time, as established by the Committee, applicable to Restricted Shares and RSUs.~~

~~(aa) “Restricted Share Unit” or “RSU” has the meaning set forth in Section 2.01 of the Plan.~~

~~(bb) “Restricted Share” has the meaning set forth in Section 2.01 of the Plan.~~

~~(cc) “Retirement~~” means, for purposes of Article XI of the Plan, a Participant’s Termination of Employment following the date on which a Participant has attained age 55 and completed seven years of service with the Company.

~~(dd) “Specified Employee” has the meaning set forth in Code Section 409A and the regulations thereunder.~~

~~(ee) “Stock Appreciation Rights” has the meaning set forth in Section 2.01 of the Plan.~~

~~(ff) “Tandem Stock Appreciation Rights” has the meaning set forth in Section 2.01 of the Plan.~~

~~(gg) “Termination of Employment” means a “separation from service” as that term is defined in Code Section 409A and the regulations thereunder.~~

~~(hh) “Total Disability” has the meaning set forth in the L Brands, Inc. Long-Term Disability Plan or any successor thereto.~~

~~(ii) “Unrestricted Shares” has the meaning set forth in Section 2.01 of the Plan.~~

~~(jj) “Voting Stock” means securities of the Company entitled to vote generally in the election of the Company’s Board.~~

~~C-18~~

~~TABLE OF CONTENTS~~

ADMITTANCE SLIP

~~2020~~

2023 ANNUAL MEETING OF STOCKHOLDERS

Date, Time and Place of Meeting:

~~Date:~~

~~May 14, 2020~~

Date:		June 8, 2023

Time:		8:30 a.m., Eastern Time

~~Place:~~

Place:

Three Limited Parkway

Columbus, ~~Ohio~~OH 43230

Attending the ~~Meeting:~~

Meeting:

Stockholders who plan to attend the meeting in person must bring ~~this admittance slip and a~~ photo identification ~~to gain access.~~and this Admittance Slip. In addition, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares at the close of business on April 10, 2023. Because of necessary security precautions, bags, purses and briefcases ~~may~~will be subject to inspection. To speed the admissions process, stockholders are encouraged to bring only essential items. ~~Cameras, camcorders~~The use of cameras, video and audio recording devices and other electronic devices at the annual meeting is prohibited, and such devices will not be permitted in the annual meeting. We realize that many mobile phones have built-in digital cameras and recording functions, and while you may bring these phones into the annual meeting, you may not use the camera or ~~videotaping equipment are not allowed.~~recording functions at any time. Photographs or videos taken by ~~the Company~~Bath & Body Works at the meeting may be used by the Company. By attending the meeting, you waive any claim or rights to these photographs.

For more information about attending the annual meeting, please visit ~~the~~our website at ~~www.lb.com~~www.bbwinc.com or contact Investor Relations at ~~(614) 415-7585.~~investorrelations@bbw.com.

Bath & Body Works, Inc. | 2023 Proxy Statement


P.O. BOX 8016, CARY, NC 27512-9903	YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
		INTERNET
		Go To: www.proxydocs.com/BBWI
		● Cast your vote online
		●Have your Proxy Card ready
		● Follow the simple instructions to record your vote
		PHONE Call 1-866-647-1630
		● Use any touch-tone telephone
		●Have your Proxy Card ready
		● Follow the simple recorded instructions
		MAIL
		● Mark, sign and date your Proxy Card ● Fold and return your Proxy Card in the postage-paid envelope provided

Bath & Body Works, Inc.

Annual Meeting of Stockholders

For Stockholders of Record as of April 10, 2023


TIME:		Thursday, June 8, 2023 at 8:30 AM Eastern Time
PLACE:		Bath & Body Works, Inc.
		Three Limited Parkway
		Columbus, Ohio 43230

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints Gina R. Boswell and Michael C. Wu (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Bath & Body Works, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters on which Bath & Body Works, Inc. did not have notice in accordance with Securities and Exchange Commission rules that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendations. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Bath & Body Works, Inc.

Annual Meeting of Stockholders

Please make your marks like this:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2 AND 3

1 YEAR ON PROPOSAL 4

AGAINST ON PROPOSAL 5

BOARD OF

DIRECTORS

PROPOSAL

YOUR VOTE

RECOMMENDS

1.

Elect the 13 nominees proposed by the Board of Directors as directors.

FOR

AGAINST

ABSTAIN

1.01 Patricia S. Bellinger

☐

FOR

1.02 Alessandro Bogliolo

☐

FOR

1.03 Gina R. Boswell

☐

FOR

1.04 Lucy O. Brady

☐

FOR

1.05 Francis A. Hondal

☐

FOR

1.06 Thomas J. Kuhn

☐

FOR

1.07 Danielle M. Lee

☐

FOR

1.08 Michael G. Morris

☐

FOR

1.09 Sarah E. Nash

☐

FOR

1.10 Juan Rajlin

☐

FOR

1.11 Stephen D. Steinour

☐

FOR

1.12 J.K. Symancyk

☐

FOR

1.13 Steven E. Voskuil

☐

FOR

AGAINST

ABSTAIN

2.

Ratification of the appointment of our independent registered public accountants.

☐

FOR

3.

Advisory vote to approve named executive officer compensation.

☐

FOR

1YR

2YR

3YR

ABSTAIN

4.

Advisory vote on the frequency of future advisory votes on named executive officer compensation.

☐

1 YEAR

FOR

AGAINST

ABSTAIN

5.

Stockholder proposal regarding an independent board chairman, if properly presented at the meeting.

☐

AGAINST

NOTE: Transact such other business as may properly come before the meeting.

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc.,

should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

Signature (and Title if applicable)

Date

Signature (if held jointly)

Date

~~TABLE OF CONTENTS~~

☒

☒	No fee required.
☐				~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~
☐			~~(1)~~		~~Title of each class of securities to which transaction applies:~~

		~~(2)~~		~~Aggregate number of securities to which transaction applies:~~

		~~(3)~~		~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

		~~(4)~~		~~Proposed maximum aggregate value of transaction:~~

		~~(5)~~		~~Total fee paid:~~

☐		Fee paid previously with preliminary materials.
☐
☐	~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~ Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~ 0-11.



~~(3)~~	~~Filing Party:~~

~~(4)~~	~~Date Filed:~~
		Sincerely, Gina R. Boswell Chief Executive Officer Bath & Body Works, Inc.


		ITEMS OF BUSINESS
		1		Elect the 13 nominees proposed by the Board of Directors as directors.
		2		Ratify the appointment of our independent registered public accountants.
		3		Hold an advisory vote to approve named executive officer compensation.
		4		Hold an advisory vote on the frequency of future advisory votes on named executive officer compensation.
		5		Vote on the stockholder proposal regarding an independent board chairman, if properly presented at the meeting.
		6		Transact such other business as may properly come before the meeting.
		This proxy statement contains important information, including a description of the business that will be acted upon at the meeting. If you plan to attend the meeting, please bring the Admittance Slip located at the back of this booklet and a picture I.D., and review the attendance information provided. Your vote is important. Stockholders of record can give proxies by calling a toll-free telephone number, by using the Internet or by mailing their signed proxy cards. Whether or not you plan to attend the meeting, please vote by telephone or via the Internet or sign, date and return the enclosed proxy card in the envelope provided. Instructions are included on your proxy card. You may change your vote by submitting a later dated proxy (including a proxy via telephone or the Internet) or by attending the meeting and voting in person. By Order of the Board of Directors, Michael C. Wu Chief Legal Officer and Corporate Secretary April 18, 2023

		~~PAGE~~
~~INFORMATION ABOUT THE ANNUAL MEETING AND VOTING~~	PAGE		1
~~PROPOSAL 1: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING REQUIREMENTS~~				5
~~PROPOSAL 2: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS~~Advisory Vote to Approve Named Executive Officer Compensation		6 29
~~PROPOSAL 3: ELECTION OF DIRECTORS~~				7
~~PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Compensation		16 29
~~PROPOSAL 5: 2020 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN~~				17
~~PROPOSAL 6: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~Compensation-related Matters		26 30
~~COMPENSATION-RELATED MATTERS~~				27
Compensation Discussion and Analysis		27 30

~~2019~~Report of the Human Capital & Compensation Committee		47

2022 Summary Compensation Table		41 48

Grants of ~~Plan-Based~~Plan-based Awards for Fiscal ~~2019~~2022		42 50

Outstanding Equity Awards at Fiscal ~~Year-End~~Year-end for ~~Fiscal 2019~~2022		43 51

Option Exercises and Stock Vested Information for Fiscal ~~2019~~2022		46 52
~~Retirement and Other Post-Employment Benefits~~				47
~~Non-qualified Deferred Compensation for Fiscal 2019~~Potential Payments Upon Termination or Change in Control		47 53
~~Fiscal 2019 Director Compensation~~				52
~~COMPENSATION COMMITTEE REPORT~~2022 Pay Ratio Disclosure		53 56
~~2019 PAY RATIO DISCLOSURE~~				54
~~SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT~~2022 Pay Versus Performance Disclosure		55 57
~~DELINQUENT SECTION 16(A) REPORTS~~				56
~~SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS~~Stockholder Proposal Regarding an Independent Board Chairman		57 62
~~REPORT OF THE AUDIT COMMITTEE~~				58
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~Beneficial Ownership of Common Stock		59 65
~~OTHER MATTERS~~				60
~~STOCKHOLDER PROPOSALS FOR NEXT YEAR~~General Matters		60 67
~~SOLICITATION EXPENSES~~				60
~~APPENDIX A: Proposed Amendment to the Certificate of Incorporation to Remove Supermajority Voting Requirements~~Delinquent Section 16(a) Reports		~~A-1~~ 67

~~APPENDIX B: Proposed Amendment to the Certificate of Incorporation to Provide~~Stockholder Proposals or Director Nominations for the 2024 Annual ~~Election of Directors~~Meeting		B-1 67
~~APPENDIX C: 2020 Stock Option and Performance Incentive Plan~~
Other Proposed Actions		67

C-1Solicitation of Proxies		67

Appendix A – Non-GAAP Financial Measure		A-1

			~~Sincerely yours,~~

			~~/s/ Leslie H. Wexner~~

			~~Leslie H. Wexner~~
			~~Chairman of the Board~~


	PAGE
Information About the Annual Meeting and Voting		~~/s/ Leslie H. Wexner~~ 1

Corporate Governance		~~Leslie H. Wexner~~ 4

Corporate Governance Highlights	~~Chairman~~	5

Our Board of Directors		6

Board Leadership Structure		6

Meeting Attendance		7

Committees of the Board		7

Board and Committee Evaluations		9

Meetings of Independent Directors		10

Board Role in Strategic Planning and Capital Structure		10

Board Role in Risk Oversight		10

The Board’s Commitment to ESG Matters		11

Our Stockholder Outreach and Engagement		11

Director Independence		11

Contacting the Board		12

Code of Conduct and Governance Documents		12

Fiscal 2022 Director Compensation		12

Election of Directors		14

The Board’s 2023 Director Nominees		14

Board Refreshment and Selection of Director Nominees		23

Ratification of the Appointment of Independent Registered Public Accountants		24

Report of the Audit Committee		25

Independent Registered Public Accountants’ Fees		26

Information About Our Executive Officers		27

~~Date:~~	~~May 14, 2020~~
		Date, Time and Place of Meeting
		Date, Time and Place of Meeting

Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
Equity compensation plans approved by security holders⁽¹⁾	14,341,674	$51.87⁽²⁾	5,326,219
Equity compensation plans not approved by security holders	—	—	—
Total	14,341,674	$51.87	5,326,219


Dear Shareholders,


Dear Shareholders,