UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

LimitedL Brands, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of

Annual Meeting of Stockholders

and Proxy Statement

May 23, 2013

19, 2016

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 23, 2013:19, 2016: The proxy statement and annual report to stockholders are available athttp://www.proxyvote.com.

April [    ], 20132016

DEAR STOCKHOLDER:

You are cordially invited to attend our 20132016 annual meeting of stockholders to be held at8:30 a.m., Eastern Time, on May 23, 2013,19, 2016, at our offices located at Three Limited Parkway, Columbus, Ohio 43230. Our Investor Relations telephone number is 614-415-6400(614) 415-7585 should you require assistance in finding the location of the meeting. The formal Notice of Annual Meeting of Stockholders and proxy statement are attached. If you plan to attend, please bring the Admittance Slip located at the back of this booklet and a picture I.D., and review the attendance information provided. I hope that you will be able to attend and participate in the meeting, at which time I will have the opportunity to review the business and operations of Limited Brands.our company.

The matters to be acted upon by our stockholders are discussed in the Notice of Annual Meeting of Stockholders. It is important that your shares be represented and voted at the meeting. Accordingly, after reading the attached proxy statement, would you kindly sign, date and return the enclosed proxy card or vote by telephone or via the Internet as described on the enclosed proxy card. Your vote is important regardless of the number of shares you own.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 23, 201319, 2016

April [    ], 20132016

TO OURTHE STOCKHOLDERSOF L BRANDS, INC.:

We are pleased to invite you to attend our 20132016 annual meeting of stockholders to:

Stockholders of record at the close of business on April 3, 2013March 24, 2016 may vote at the meeting.If you plan to attend, 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.

PROXY STATEMENT TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The Board of Directors of Limited Brands, Inc.(the “Board”) is soliciting your proxy to vote at our 20132016 annual meeting of stockholders (or at any adjournment of the meeting). This proxy statement summarizes the information you need to know to vote at the meeting. In this proxy statement, “we,” “our,” “Limited“L Brands” and the “Company” refer to LimitedL Brands, Inc.

We began mailing this proxy statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials (the “Notice”), on or about April [    ], 20132016 to all stockholders entitled to vote. Limited Brands’ 2012The Company’s 2015 Annual Report on Form 10-K, which includes our financial statements, is being sent with this proxy statement and is available in paper copy by request or in electronic form.

Date, Time and Place of Meeting

Attending the Meeting

Stockholders who plan to attend the meeting in person must bring photo identification and the Admittance Slip located at the back of this booklet. Because of necessary security precautions, bags, purses and briefcases may be subject to inspection. To speed the admissions process, stockholders are encouraged to bring only essential items. Cameras, camcorders or video tapingvideotaping equipment are not allowed.

Shares Entitled to Vote

Stockholders entitled to vote are those who owned Limited BrandsCompany common stock (which we refer to throughout this proxy statement as “Common Stock”) at the close of business on the record date, April 3, 2013.March 24, 2016. As of the record date, there were [    ] shares of Common Stock outstanding. Each share of Common Stock that you own entitles you to one vote.

Voting Your Shares

Whether or not you plan to attend the annual meeting, we urge you to vote. Stockholders of record can give proxies by calling a toll-free telephone number, by using the Internet or by mailing their signed proxy cards. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. If you are voting by mail, please complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you are voting by telephone or via the Internet, please use the telephone or Internet voting procedures set forth on the enclosed proxy card. Returning the proxy card or voting via telephone or the Internet will not affect your right to attend the meeting and vote.

The enclosed proxy card indicates the number of shares that you own.

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:

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, we knew of no other matters to be acted on at the meeting. See “Vote“—Vote Necessary to Approve Proposals” 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 2015 Annual Report on Form 10-K via the Internet. Those stockholders should refer to the Notice for instructions on how to vote.

Revoking Your Proxy

You may revoke your proxy by:

Voting in Person

If you plan to vote in person, a ballot will be available when you arrive. 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 April 3, 2013,March 24, 2016, the record date for voting, as well as a proxy, executed in your favor, from the nominee.

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 you or that authorized individual must present the proxy card at the meeting.

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.

Vote Necessary to Approve Proposals

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.

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, and your abstention will not count as a vote cast. However, abstentions with respect to 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.proposals. Abstentions with respect to the election of directors and on the other proposals, except for the proposal to amend the Certificate of Incorporation to remove supermajority voting requirements, will be excluded entirely from the vote and will have no effect. Abstentions with respect to the proposal to amend the Certificate of Incorporation will have the same effect as a vote “against” the proposal.

In addition, under 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 accountant, 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.

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.

If you hold Limited Brands Common Stock and currently are subject to householding, but prefer to receive separate copies of proxy materials and other stockholder communications from Limited Brands,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 1-800-579-16391-866-540-7095 or notifying our 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.

PROPOSAL 1:    ELECTION OF DIRECTORS

The Board of Directors has nominated fourthree directors for election at the annual meeting. If you elect the fourthree nominees, they will hold office for a three-year term expiring at the 20162019 annual meeting or until their successors have been elected. All nominees are currently serving on our Board of Directors.Board.

We believe that our Board as a whole possesses the right diversity of experience, qualifications and skills to oversee and address the key issues facing our Company. In addition, we believe that each of our directors possesses key attributes that we seek in a director, including strong and effective decision-making, communication and leadership skills. To ensure that the Board, Board committees and individual directors remain effective, the Nominating & Governance Committee oversees the annual evaluation of the Board, each Board committee and each individual director and recommends ways to improve performance. With respect to Board refreshment, the Nominating & Governance Committee is responsible for identifying candidates who are qualified to serve on the Board and, as part of that review process, considers the diversity of experience and expertise of the current directors and areas where new directors might add additional perspectives. In that regard, in the past four years, three new directors have been appointed to the Board. The considerations of the Nominating & Governance Committee in identifying potential candidates are described in further detail in “—Committees of the Board of Directors—Nominating & Governance Committee.” In addition to periodic 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.

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 Nominating & Governance Committee and the Board of Directors to conclude, at the time each individual was nominated to serve on the Board, of Directors, that he or she would provide valuable insight and guidance as a member of the Board of Directors.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 of Directors.Board. We do not know of any nominee of the Board of Directors who would be unable to serve as a director if elected.

The Board recommends a vote FOR the election of Directors Recommends a VoteFOR the Election of Allall of the Following Nomineesfollowing nominees of the Board of Directors:Board:

Nominees and Directors

Nominees of the Board of Directors at the 20132016 Annual Meeting

Mr. Hersch is President of N.A. Property, Inc., through which he acts as a business advisor to Mr. and Mrs. Wexner, and has done so since February 2008. He also serves as a trustee of several trusts established by Mr. and Mrs. Wexner. He was a Managing Director of JPMorganJ.P. Morgan Securities Inc., an investment bank, from December 2005 through January 2008, where he served as the Global Chairman of its Mergers & Acquisitions Department. Mr. Hersch was a partner of Davis Polk & Wardwell LLP, a New York law firm, from 1978 until December 2005. Mr. Hersch has beenserved as a director of Clearwire Corporation, a wireless, high-speed Internet service provider, since Novembertelecommunications company, from 2008 anduntil 2013, NBCUniversal Enterprise, Inc., a director atmedia related company, from 2013 until 2014, Sprout Foods, Inc., a producer of organic baby food, from 2009 until 2015 and has served as a director of PJT Partners Inc., a financial advisory firm, since 2009.2015. Mr. Hersch’s nomination wasis supported by his legal and financial expertise, as well as his considerable experience with corporate governance matters, strategic issues and corporate transactions.

Dr. Kollat has been Chairman of 22, Inc., a management consulting firm, since 1987. He has served as director of Select Comfort Corporation, a designer, manufacturer and retailer of premium beds and bedding accessories, since 1994, and Wolverine World Wide, Inc., a global footwear, athletic apparel and accessories designer, manufacturer and retailer, since 1992. Dr. Kollat also served as director of Big Lots, Inc., a retailer, from 1990 until 2012.to 2013. In addition to his broad business experience (including service on several boards of directors) and marketing expertise, Dr. Kollat’s nomination wasis supported by his particular experience in the retail, apparel and other related industries, both at the management and board levels.

Mr. Loomis serves as Senior Advisor to China International Capital Corporation, an investment bank, and to Lazard LLC, an investment bank. He has also been an independent financial advisor since January 2009. Mr. Loomis has served as a director (and member of the Audit Committee) of Pacific Capital Bancorp, a banking and financial services firm, since 2010, and Phillips 66 Company, a producer of petrochemicals, since 2012.

Mr. Loomis was a General Partner or Managing Director of Lazard Freres & Co., an investment bank, from 1984 to 2002. After the formation of Lazard LLC in 2000, he became the Chief Executive Officer of the new entity. Mr. Loomis became a Limited Managing Director of Lazard LLC in 2002 and resigned from that position in March 2004. Until 2005, Mr. Loomis was a member of the Board of Directors of Alcan, Inc., a manufacturer and distributor of aluminum. Mr. Loomis’s nomination was supported by his executive experience, financial expertise and substantial history as a senior strategic advisor to complex businesses and multiple executives.

Mr. Wexner has been Chief Executive Officer of Limited Brandsthe Company since he founded the Company in 1963, and Chairman of the Board for more than forty40 years. Mr. Wexner is the husband of Abigail S. Wexner. Mr. Wexner’s nomination wasis supported by his effective leadership of the Company since its inception.

Directors Whose Terms Continue until the 20142017 Annual Meeting

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, (“Nationwide”), from 2003 through March 31, 2006. Ms. James served as Executive Vice President and Chief Administrative Officer of Nationwide Mutual Insurance Company and NationalNationwide Financial Services from 2000 until 2003. Ms. James is a director of Time Warner Cable Inc., a provider of video, data and voice services, and Marathon Petroleum Corp., a transportation fuels refiner.refiner and Boston Scientific Corporation, a developer, manufacturer and marketer of medical devices. 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, and as director of Coca-Cola Enterprises Inc., a nonalcoholic beverages company, from 2005 to 2012. She currently serves on the Audit Committee of Marathon Petroleum Corp. and as the Chairperson of the Audit Committee of Time Warner Cable Inc. Ms. James’s nomination was supported by her executive experience, financial expertise, service on several boards of directors and experience with respect to corporate diversity and related issues.

Mr. Miro has been a senior partner of the Honigman Miller Schwartz and Cohn LLP law firm since November 2004. He was a partner and Chairman of the law firm of Miro Weiner & Kramer from 1981 until November 2004. He is an Adjunct Professor of Law at The University of Michigan Law School, teaching courses in taxation and corporate governance. Mr. Miro was a director of M/I Homes, Inc., a national home building company, until December 2012, and was a director of Sotheby’s Holdings, Inc., an auctioneer of art, jewelry and collectibles, until May 2006. Mr. Miro’s nomination was supported by his legal expertise, particularly with respect to corporate governance and real estate matters.

Mr. Morris servesserved as the Chairman of the Board of American Electric Power Company, Inc., one of the largest electric utilities in the United States.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.Power Company, Inc. From 1997 until 2003, he served as the Chief Executive Officer of Northeast Utilities, the largest electric utility in New England. Mr. Morris also currently serves as a director of Spectra Energy Corp., one of North America’s leading natural gas infrastructure companies, The Hartford Financial Services Group, Inc., an investment and insurance company, and Alcoa Inc., a leading producer of aluminum. Mr. Morris’s nomination iswas supported by his broad business experience and management expertise.

Mr. Zimmerman is the Chief Executive Officer of Service Merchandise LLC, a retail company. Mr. Zimmerman was Chairman of the Board and Chief Executive Officer of 99¢ Stuff, LLC from 1999 to 2003

and the Chairman of the Board and Chief Executive Officer of 99¢ Stuff, Inc. from 2003 to 2008. In January 2007, 99¢ Stuff, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code, and in October 2007, 99¢ Stuff, Inc. emerged from bankruptcy. Mr. Zimmerman’s nomination was supported by his financial expertise and broad business experience, particularly in the retail sector.

Directors Whose Terms Continue until the 20152018 Annual Meeting

Dr. Gee has served asis currently the presidentPresident of The Ohio StateWest Virginia University, one of the nation’s largesta large public research institutions, since 2007.institution. Prior to his current service at Ohio State,West Virginia University, he led several other major universities, including Vanderbilt University (2000-2007), Brown University (1998-2000), The Ohio State University (1990-1998)(2007—2013, 1990—1998), Vanderbilt University (2000—2007), Brown University (1998—2000), the University of Colorado (1985-1990)(1985—1990), and West Virginia University (1981-1985)(1981—1985). Dr. Gee also currently serves as a director of the National 4-H Council. He previously served as a director of the Company from 1992 to 2008, as a director of Hasbro, Inc., a branded-play company, from 1999 until 2010, and as a director of Bob Evans Farms, Inc., an owner and operator of family restaurants, the Rock and Roll Hall of Fame and Museum, Inc. and the National 4-H Council. He previously served as a director of Limited Brands from 1992 to 2008.2009 until 2014. Dr. Gee’s nomination iswas supported by his extensive executive and management experience, as well as his legal expertise and knowledge of the Company gained through his prior service as a director.

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. He previously served as a trustee of Liberty Property Trust, a real estate investment trust, from 2010 to 2014. Mr. Steinour’s nomination was supported by his executive experience, financial expertise and service on several boards of directors.

Mr. Tessler has been Chairman of the Board and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm, since 1987.1987 and is the Chairman and Chief Executive Officer of Teton Financial Services, a financial services company. He has beenpreviously served as Chairman of the Board of Epoch Investment Partners, Inc.,Holding Corporation, an investment management company, from 2004 to 2013 and formerly J Net Enterprises, since 2004. He was Chief Executive Officer andas Chairman of the Board of J Net Enterprises Inc., a technology holding company, from 2000 to 2004. Mr. Tessler wasalso served as Chairman of the Board of InterWorld Corporation from 2001 to 2004. Mr. Tessler was2004 and as Chairman of Checker Holdings Corp. IV from 1997 to 2009. Mr. Tessler currently serves on the Audit Committee of Imperva, Inc., a provider of cyber security solutions, and as Chairman of the Board of Rocky Mountain Bank, a Wyoming bank. He has served as a director of TD Ameritrade Holding Corporation, a securities brokerage company, since November 2006. Mr. Tessler serves on TD Ameritrade’s Audit Committee. He has served2006, and as a director of Steel Partners Holding GP, Inc., a general partner of a global diversified holding company, since 2010, and currently serves as Chairman of the Board of both Teton Financial Services, a financial services company, and Rocky Mountain Bank, a Wyoming bank.2010. Mr. Tessler’s nomination iswas supported by his broad business experience and financial expertise, together with his involvement in various public policy issues.

Mrs. Wexner is Chairthe chairman and CEO of Whitebarn Associates, a private investment company. She serves on the Boardsboards of DirectorsAdvanced Drainage Systems, Inc., a manufacturer of high performance thermoplastic corrugated pipe, The Ohio State University, Nationwide Children’s Hospital, Inc.the Columbus Downtown Development Corporation, the Columbus Partnership, Pelotonia, The Ohio State University Wexner Medical Center, The Wexner Foundation, The Columbus Jewish Federation and Nationwide Children’s Hospital, Founderthe United States Equestrian Team Foundation. She is founder and Chairchair of the Boards ofboard for The Center for Family Safety &and Healing (f/k/a Columbus Coalition Against Family Violence),and KidsOhio.org, founding board member and the Center for Child and Family Advocacy Vice Chairvice chair of the Board ofboard for KIPP Journey Academy,Columbus and a Trusteepast chair of The Wexner Center Foundation and the United States Equestrian TeamGoverning Committee of the Columbus Foundation. Mrs. Wexner is the wife of Leslie H. Wexner. Mrs. Wexner’s nomination iswas 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.

Retiring Director

James L. HeskettWilliam R. Loomis, Jr. has informed the Company that he will retire from the Board of Directors effective May 23, 2013,19, 2016, at the conclusion of our annual meeting.

Director Independence

The Board has determined that each of the individuals nominated to serve on the Board, of Directors, together with William R. Loomis, Jr. and each of the members of the Board who will continue to serve after the 20132016 annual meeting of stockholders (except for E. Gordon Gee, Dennis S. Hersch, 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. Following the annual meeting of stockholders, ifIf all director nominees are elected to serve as our directors, independent directors will constitute approximatelymore than two-thirds 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

Mr. Leslie H. Wexner serves as Chairman of the Board and Chief Executive Officer of the Company. Mr. Wexner is the founder of the Company and has served as its Chairman andand/or Chief Executive Officer for over fortyfifty years. Mr. Wexner (through his personal holdings and associated trusts) is also the Company’s largest stockholder. The Board believes that Mr. Wexner’s experience and expertise in the Company’s business and operations is unrivaled and that he is uniquely qualified to lead the Company. Accordingly, the Company believes that Mr. Wexner’s service as both Chairman of the Board and Chief Executive Officer is a significant benefit to the Company and provides more effective leadership than could be achieved in another leadership structure.

Allan R. Tessler currently serves as the lead independent director. 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.

The Company believes that the lead independent director structure, including Mr. Tessler’s service as lead independent director, offers independent oversight of the Company’s management to complement the leadership that Mr. Wexner provides to the Board as its Chairman.

Risk Oversight; Certain Compensation Matters

The Company’s Board, of Directors, directly and through the Audit Committee and other Committeescommittees 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 Committeescommittees 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.

Information Concerning the BoardReview of DirectorsStrategic Plans

The Board regularly reviews the Company’s strategic plans and conducts a strategic planning retreat at least annually.

Information Concerning Board Meeting Attendance

Our Board of Directors held 67 meetings in fiscal year 2012.2015. During fiscal year 2012,2015, 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 of Directors

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), Dr. Kollat 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 Company’s Board of Directors 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 5857 of this proxy statement. The Audit Committee held 1216 meetings in fiscal year 2012.2015.

Compensation Committee

The Compensation Committee of the Board (i) oversees the Company’s compensation and benefits philosophy and policies generally, (ii) evaluates the Chief Executive Officer’s (the “CEO”) 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. Heskett (Chair), Dr. Kollat (Chair) and Messrs. Gee, Miro and Morris. However, Mr. Heskett will not serve on the Compensation Committee past May 23, 2013, the date that his retirement becomes effective. 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 5352 of this proxy statement. The Compensation Committee held 810 meetings in fiscal year 2012.2015.

Nominating & Governance Committee

The Nominating & Governance Committee of the Board identifies and recommends to the Board candidates who are qualified to serve on the Board and its committees. The Nominating & Governance Committee considers and reviews the qualifications of any individual nominated for election to the Board by stockholders. It also proposes a slate of candidates for election as directors at each annual meeting of stockholders. The Nominating & Governance Committee also develops and recommends to the Board, and reviews from time to time, a set of corporate governance principles for the Company and monitors compliance with those principles. In addition, the Nominating & Governance Committee oversees the annual evaluation of the Board, each Board committee and each individual director. The current members of the Nominating & Governance Committee are Mr. Tessler (Chair), Mr. Heskett, Ms. James, Dr. Kollat and Mr. Miro. However, Mr. Heskett will not serve on the Nominating & Governance Committee past May 23, 2013, the date that his retirement becomes effective. The Board has determined that each of the current Nominating & Governance Committee members is “independent” in accordance with applicable NYSE standards.

The Nominating & Governance Committee develops and recommends to the Board criteria and procedures for the selection and evaluation of new individuals to serve as directors and committee members. It also reviews and periodically makes recommendations to the Board regarding the composition, size, structure, practices, policies and activities of the Board and its committees. In making its assessment and in identifying and evaluating director nominees, 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 be individuals of diverse backgrounds who 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 of Directors at the time each Director was nominated are summarized in the director biographies found on pages 45 through 68 of this proxy statement. Although the Nominating & Governance Committee considers diversity as a factor in the selection of Board nominees, the Committee does not use formal quantitative or similar criteria with regard to diversity in its selection process.

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 Board director nominees, in addition to considering the information relating to the director nominee provided by the stockholder.

To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential director nominees, although the Company reserves the right in the future to retain a third-party search firm, if appropriate.

The Nominating & Governance Committee held 43 meetings in fiscal year 2012.2015.

Executive Committee

The Executive Committee of the Board may exercise, to the fullest extent permitted by law, all 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 Limited Brandsthe 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), Mr. Hersch, Dr. Kollat, Mr. Loomis, Mrs. Wexner and Mr. Zimmerman. However, Mr. Loomis will not serve on the Finance Committee past May 19, 2016, the date that his retirement becomes effective.

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), Dr. Gee and Ms. James and Dr. Gee. As appropriate, Mr. Alex Shumate, a former director of the Board, also participates in the Committee’s work.James.

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 the BoardStockholders

We have a policy of robust engagement with stockholders, including continuing outreach to and dialogue with all of our major investors on a range of issues including corporate governance matters. Such engagements with investors have been highly constructive. For example, based on stockholder feedback, we made a number of changes to our compensation program in the past few years, as discussed in more detail under “Compensation-Related Matters—Compensation Discussion and Analysis.” 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 LimitedL Brands, Inc., Three Limited Parkway, Columbus, Ohio 43230 or emailing atboardofdirectors@limitedbrands.comboardofdirectors@lb.com. Any stockholder wishing to contact non-management directors or Audit Committee members may send an email tononmanagementdirectors@limitedbrands.comauditcommittee@lb.com orauditcommittee@limitedbrands.com, respectively.. 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 any substantivesuch 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 of Directors 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 20122015 annual meeting, except for Ms. James and Mr. Tessler.Morris. 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, and 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 Company’s CEO and Chief Financial Officer, and to members of the Board of Directors.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 athttp://www.limitedbrands.comwww.lb.com.

The Board has adopted Limited Brands’Under the Company’s Related Person Transaction Policy (the “Related Person Transaction Policy”“Policy”). Under the Related Person Transaction 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 of independent directors after consideration of all material facts and circumstances.

The Company is engaged in several projects designed to increase our speed and agility in producing products that satisfy our customers. As part of these efforts, the Company has sought opportunities to co-locate facilities and operations with appropriate suppliers. In the case of itsour beauty, personal care and beautyhome fragrance businesses, the development of supplier facilities in close proximity to our headquarters and distribution facilities in Columbus,central Ohio is considered to be highly desirable.has been an integral part of capturing the many business benefits of speed and agility. The New Albany Company (“NACO”), a business beneficially owned by affiliates of Mr. Wexner, our Chairman and Chief Executive Officer,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 that connection. This matter was evaluated byconnection with the continuing development of an industrial park focused on the foregoing business categories (the “Beauty Park”) in New Albany, Ohio. The Audit Committee of the Board of Directors, which concludedmonitors such vendor and third party transactions on an ongoing basis to assure that the underlying transactions werethey are in the best interests of the Company and its stockholders.stockholders generally.

In light of the Company’s highly favorable experience with vendors at the Beauty Park and our growth plans for the beauty, personal care and home fragrance businesses, the Company believes that certain new facilities required to achieve such projected growth should be located as close as possible to the Beauty Park. The Company identified certain land owned by NACO that, together with certain other adjacent parcels owned by a number of third parties in immediate proximity to the Beauty Park, would be desirable for the Company to acquire for future growth. Because of the Wexners’ interest in NACO, the matter was referred to, and evaluated and negotiated by, the Audit Committee in accordance with the Policy. In 2014, the Audit Committee negotiated the purchase of certain NACO land for approximately $21 million, and the assumption from NACO of contracts to purchase certain adjacent parcels directly from third parties for approximately $7 million, and determined that these transactions were fair to and in the best interests of the Company and its stockholders generally. In 2015, certain additional property immediately adjacent to the foregoing parcels became available, and the Company believed that it would be desirable to acquire such property for future growth. This potential transaction was also referred to the Audit Committee for evaluation and, if appropriate, negotiation. The Audit Committee continuessubsequently negotiated with NACO the purchase of such property for approximately $5.3 million, and an existing building located in New Albany that was historically associated with the Bath & Body Works brand for approximately $250,000, and determined that these transactions were fair to monitorand in the matterbest interests of the Company and its stockholders generally. The determinations made by the Audit Committee in 2014 and 2015 under the Policy with respect to these transactions between the Company and NACO were made in reliance on,

among other things, advice from independent counsel and real estate appraisers and advisors, including opinions received from an ongoing basis.independent financial advisor with specialized expertise in commercial real estate that such transactions were fair to the Company from a financial point of view.

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

The Company’s code of conduct, corporate governance principles Related Person Transactionand Policy, as well as the charters of the Audit Committee, Compensation Committee and Nominating & Governance Committee of the Board, of Directors, are available on the Company’s website athttp://www.limitedbrands.comwww.lb.com. Stockholders may also request a copy of any such document from: LimitedL Brands, Inc., Attention: Investor Relations, Three Limited Parkway, Columbus, Ohio 43230.

PROPOSAL 2:    RATIFICATION OF THE APPOINTMENT OF

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 February 1, 2014.January 28, 2017. We are asking you to ratify this 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 59.58.

The Board of Directors Recommendsrecommends a Votevote FOR the Ratificationratification of the Appointmentappointment of Ernst & Young LLP as the Company’s Independent Registered Public Accountants.independent registered public accountants.

PROPOSAL 3:    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 named executive officers, as such compensation is disclosed pursuant to the disclosure rules of the Securities and Exchange Commission. After the Company’s 2011 annual meeting, the Board determined to hold this advisory “say-on-pay” vote every year. Accordingly, the Company is providing its stockholders with the opportunity to cast an advisory vote on the fiscal 2012 compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis (the “CD&A”), the compensation tables and other narrative executive compensation disclosures.

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the stockholders approve the compensation of the Company’s executive officers named in the 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 narrative executive compensation disclosures).”

The Limited Brands executive compensation program is designed to ensure that the interests of our executive officers are closely aligned with those of our stockholders. Our program continues to be effective in allowing us to attract, motivate and retain highly qualified senior talent who can successfully deliver outstanding business performance, and we compensate them accordingly. Our executives are in high demand from our competitors, including some of the world’s leading retailers. Ensuring the development and retention of our core leadership team is fundamental to our success.

In fiscal 2012, the Company performed extremely well despite continued economic challenges, achieving record-setting sales and profitability performance for our major brands for the third straight year. Our strong performance allowed us to provide significant returns to our stockholders, including an increase in our stock price of 14% and a total return for stockholders of 26%. Our returns to stockholders over the last several years have consistently outperformed our peer companies, the S&P Retailing Index, and the S&P 500 Index:

We believe in paying for performance, and we believe our performance-based compensation policies provide incentive for the superior performance which contributes to the Company’s success. Our strong performance results for fiscal 2012 resulted in actual compensation that was above targeted levels.

With the goal of providing incentive for continued superior performance, the Compensation Committee of the Board took the following actions during fiscal 2012:

Although the Company achieved strong performance for the 2012 fiscal year, Mr. Wexner’s total direct compensation remained flat relative to fiscal 2011. While the Company achieved increases in sales, operating income and adjusted earnings per share in fiscal 2012 over fiscal 2011, Mr. Wexner’s compensation did not change significantly because of the rigorous performance requirements of our fiscal 2012 long-term and short-term performance-based incentive programs. The chart below shows how the increase in stockholder return (calculated based on the appreciation in value of $100 invested at the beginning of the period, including reinvested dividends) exceeded the rate of increase in CEO pay (as disclosed in further detail in the CD&A) over the last five years:

Although the advisory stockholder vote on executive compensation is non-binding, the Compensation Committee has considered and will continue to consider the outcome of the vote and feedback received from stockholders when making compensation decisions for named executive officers. We have a policy of robust engagement with stockholders, including continuing outreach to and dialogue with all of our major institutional stockholders. For example, in response to investor feedback received in fiscal year 2011, we have made a number of changes to our compensation program, including:

These changes, along with our continued strong performance, were important factors in achieving 93% stockholder support for our 2012 advisory vote on executive compensation. Given the strong support for our executive compensation programs, the Compensation Committee has concluded that a large majority of our stockholders support our existing compensation program.

In summary, fiscal year 2012 was a year of continued strong financial and operational performance for our Company. Our total return to stockholders for fiscal 2012 was 26% and, despite continued economic challenges, we achieved record-setting sales and profitability performance for our major brands. Our performance-based compensation policies incentivized superior performance, which delivered exceptional returns to and created long-term value for our stockholders.

Please refer to the CD&A for a detailed discussion of the Company’s executive compensation principles and practices and the fiscal 2012 compensation of our named executive officers.

The Board Recommends a VoteFOR this Proposal.

PROPOSAL 4:    PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORSREMOVE SUPERMAJORITY VOTING REQUIREMENTS

Background; Governance Considerations

This proposal is being submitted to the Company’s stockholders following a vote at the Company’s 20122015 annual meeting on a stockholder proposal addressing the same topic. While last year’sthe stockholder proposal last year did not receive sufficient votes to implement the change, it did receive a majority vote. Accordingly, consistent with its strong commitment to the careful consideration of stockholder views and recognizing that there are different perspectives on board classification,the issue of supermajority voting requirements, the Board of Directors has elected to submit the proposal described below to a stockholder vote.

The Board has evaluated the Company’s classified board structurevoting requirements on numerous occasions to ensure that it is consistent withthey are in the best interests of the Company and its stockholders. It also previously submitted a similar amendment for stockholder consideration atIn this regard, the 2009 annual meeting, which did not receive enough support to pass. The Board has consistently determined that the retention of a classified board structure provides stability by ensuringsupermajority vote standard for certain extraordinary matters is the best way to ensure that at any given time,the interests of all stockholders are fully protected. The Board has consistently concluded that extraordinary transactions and fundamental changes to corporate governance should have the support of a majoritybroad consensus of the directors serving onCompany’s stockholders rather than just a simple majority, and that supermajority vote requirements protect stockholders against the Board have substantial knowledgepotentially self-interested actions of the Company, its business and its strategic goals. The Board believes that directors who have experience with the Company and deep knowledge about its business and affairs are best positioned to make the fundamental decisions that are key to the Company and its stockholders.

short-term investors. The Board has also concluded that the classified board structure safeguards the Company against the efforts of third parties intent on quickly taking control of, and not paying fair value for, the business and assets of the Company. The classified board structure allowsCompany’s existing supermajority voting provisions encourage persons or firms making unsolicited takeover proposals to negotiate directly with the Board, which provides the flexibility, timeBoard with increased leverage in the exercise of its fiduciary duties to negotiate the best possible return for stockholders, and leverage to evaluatewhich prevents the use of potentially coercive or abusive takeover proposals and negotiate with third parties in order to obtain maximum value for our stockholders.tactics.

Indeed, some of our significant stockholders have expressed support forOn the Company’s classified Board structure. By way of example, on December 14, 2012, the Company received a letter from the United Brotherhood of Carpenters and Joiners of America urging the Company to oppose proposals that would eliminate its classified board and noting that “the Company’s combination of majority voting in uncontested elections and a classified board establishes a governance structure that advances board and management accountability, while protecting long-term corporate and investor value.”

Nevertheless,other hand, the Board is aware that othercertain stockholders disagree with this view.and institutions disagree. These stockholdersentities generally argue that having directors standa majority stockholder vote should be sufficient for elections annually hasany corporate action requiring stockholder approval, regardless of the potential to make directors more accountable to stockholders and increase firm value.considerations outlined above. This proposal reflects the Board’s determination to respectrespond to, and address, that difference in perspective.

Proposed Amendment

If approved, the proposal would amend the Company’s Restated Certificate of Incorporation (the “Charter”) to provide for the annual electionelimination of all directorseach voting requirement that calls for a greater than simple majority vote (the “Amendment”).

Under the Company’s existing governance documents, a simple majority vote requirement already applies to most matters submitted for stockholder approval. The Charter provides that a supermajority vote of the stockholders is required to approve actions related to a small number of fundamental matters of corporate structure and governance. These matters are as follows: (i) approval of certain business combinations with an individual, entity or group that collectively owns 20% or more of the Company’s currentvoting securities (an “interested stockholder”); (ii) approval of certain fundamental transactions with any corporation that, together with its affiliates, owns 5% or more of the Company’s voting securities, including mergers or a sale of substantially all of the Company’s assets; (iii) dissolution of the Company; (iv) removal of a director for cause; (v) an alteration, amendment or repeal of the Company’s Bylaws or any amendment to the Charter dividesthat contravenes any existing Bylaw of the Board into three classes that are elected for staggered, three-year terms. Company; and (vi) an amendment of certain provisions in the Charter.

If the proposed Amendment is adopted, each director elected or appointed at or before the 2013 annual meeting would continue to serve out his or her three-year terms, but each of the directors electedforegoing supermajority voting requirements would be removed from the Charter. Instead, any matter voted on at any meeting of the stockholders would be decided by either the majority in voting interest of the stockholders atvoting on such matter or, afterin the 2014 annual meeting will be elected tocase of certain business combinations with an interested stockholder, a one-year term. Accordingly, ifmajority of the Amendment is approved, all directors will be elected on an annual basis beginning atoutstanding shares of the 2016 annual meeting.

Furthermore,Company excluding (except under certain circumstances) those held by the interested stockholder, unless otherwise provided by law. The default voting requirement in the Company’s current Charter provides that directors mayBylaws, contained in Section 1.10(c) therein, states, “At any

meeting of the stockholders all matters, except as otherwise provided in the certificate of incorporation, in these bylaws, or by law, shall be removed only for cause, and then upondecided by the affirmative vote of 75%a majority in voting interest of the stockholders present in person or by proxy and voting thereon, a quorum being present.” The Company’s stockholders entitled to vote thereon. However, Delaware law provides that the directors of a corporation without a classified board may be removed with or

without cause. In order to conform to Delaware law, the proposed Amendment provides that all directors may be removed with or without cause upon the affirmative vote of 75% of the Company’s stockholders entitled to vote thereon, beginning at the 2016 annual meeting.Bylaws do not have any provisions containing supermajority voting requirements.

The text of the proposed Amendment, which would replaceremove Articles EIGHTH and THIRTEENTH and Section 2 of Article SIXTHFIFTH and Section 1 of Article TENTHELEVENTH of the Company’s 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 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 thisthe annual meeting. If the proposal is approved by the required stockholder vote, the Board will take the necessary steps to amend the Company’s Charter as set forth in Appendix A. If the Amendment does not receive this level of stockholder approval, the Amendment will not be implemented and the Company’s current classified board structurevoting requirements will remain in place.

Board Recommendation

The Board continues to believe that the retention of the Company’s classified board structure ensuresexisting supermajority voting requirements for certain extraordinary matters provides stockholders with very meaningful protections against actions that its directors maintain a deep knowledge ofmay not be in their best interests. On the Company’s business and affairs and provides directors with leverage to negotiate with third parties regarding takeover offers in order to ensure that they obtain maximum value for the Company’s stockholders. Nevertheless,other hand, the Board recognizes that a number of significantcertain stockholders and institutions disagree and also believes that responsiveness to this perspective is an important matter of corporate governance. Accordingly, after careful consideration of the issue in accordance with its fiduciary duties, the Board has determined, in recognition of last year’s vote, to recommend a vote to approve the Amendment.

While the Board believes there is a strong argument to the contrary, the Board has elected to recommend that stockholders vote “FOR”FOR the proposed Amendment in recognition of the stockholder vote at the Company’s 20122015 annual meeting.

PROPOSAL 4:    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 named executive officers (“NEOs”), as such compensation is disclosed pursuant to the disclosure rules of the Commission. After the Company’s 2011 annual meeting, the Board determined to hold this advisory “say-on-pay” vote every year. Accordingly, the Company is providing its stockholders with the opportunity to cast an advisory vote on the fiscal 2015 compensation of our NEOs as disclosed in this proxy statement, including the Compensation Discussion and Analysis (the “CD&A”), the compensation tables and other narrative executive compensation disclosures.

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the stockholders approve the compensation of the Company’s executive officers named in the 2015 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 narrative executive compensation disclosures).”

In fiscal 2015, the Company delivered its fifth straight year of best-ever adjusted sales and earnings, resulting in a total shareholder return of 19% and an increase in our stock price of 14%. We believe in paying for performance, and our compensation program requires superior performance for our NEOs to earn performance-based incentives at target. Base salaries and targeted long term performance-based equity incentive compensation for the NEOs increased from fiscal 2014 to 2015, in recognition of their continued success in the difficult challenge of beating our best-ever results. Short term performance-based cash incentive compensation increased in connection with operating income performance that surpassed our stretch goals.

NEO base salaries and short term performance-based incentive compensation targets for fiscal 2015 were set in March 2015 based on fiscal 2014 performance and our goals for 2015. With the goal of providing incentives for continued superior performance, the Compensation Committee took the following actions:

While both total shareholder return and total CEO compensation have increased over the last four years as a result of the Company’s outstanding performance, the Company’s increase in stockholder return, including reinvested dividends, exceeds the rate of increase in total CEO compensation (as disclosed in further detail in the CD&A).

Although the advisory stockholder vote on executive compensation is non-binding, the Compensation Committee has considered and will continue to consider the outcome of the vote and feedback received from stockholders when making compensation decisions for NEOs. We have a policy of robust engagement with stockholders, including continuing outreach to and dialogue with all of our major institutional stockholders. Based on the strong support from, as well as feedback from our engagement with, major stockholders, we did not make structural changes to our executive compensation program in fiscal 2015. We have made a number of changes to our compensation program in previous years in accordance with our corporate governance principles and/or in response to stockholder and advisory group feedback, including:

These changes, along with our continued strong performance, were important factors in achieving 91% stockholder support for our 2015 advisory vote on executive compensation. Given this strong level of support, the Compensation Committee has concluded that a large majority of our stockholders support our existing compensation program.

Please refer to the CD&A for a detailed discussion of the Company’s executive compensation principles and practices and the fiscal 2015 compensation of our NEOs.

Board Recommendation

We continue to deliver extraordinary returns and are committed to creating long term value for our stockholders. The Company’s fifth straight year of record-setting sales and earnings was led by our NEOs who are incented to perform by our compensation program and its connection to results. In summary, we see alignment between our performance, our stockholders’ interests and our pay.

The Board recommends a vote FOR this proposal.

PROPOSAL 5:    STOCKHOLDER PROPOSAL REGARDINGON PROXY ACCESS

ACCELERATED VESTING OF EQUITY AWARDS

John Chevedden, 2215 Nelson Ave., No. 205 Redondo Beach, CA 90278, owner of 38890 shares of the Company’s Common Stock, has notified the Company that he intends to submit the following proposal at this year’s meeting:

Proposal 5—Limit Accelerated Executive PayShareholder Proxy Access

Resolved: The shareholdersRESOLVED: Shareholders ask theour board of directors to adopt, and present for shareholder approval, a policy“proxy access” bylaw as follows:

Require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or an unrestricted number of shareholders forming a group (the “Nominator”) that meets the criteria established below.

Allow shareholders to vote on such nominee on the Company’s proxy card.

The number of shareholder-nominated candidates appearing in proxy materials should not exceed one quarter of the directors then serving or two, whichever is greater. This bylaw should supplement existing rights under Company bylaws, providing that a Nominator must:

a) have beneficially owned 3% or more of the Company’s outstanding common stock, including recallable loaned stock, continuously for at least three years before submitting the nomination;

b) give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission (SEC) rules about (i) the nominee, including consent to being named in proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and

c) certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the eventordinary course of business, not to change or influence control at the Company.

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board should adopt procedures for promptly resolving disputes over whether notice of a change in control (as defined under anynomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable employment agreement, equity incentive planfederal regulations, and the priority given to multiple nominations exceeding the one-quarter limit. No additional restrictions that do not apply to other board nominees should be placed on these nominations or other plan), there shall be no acceleration of vesting of any equity award granted to any senior executive, provided, however, that our board’s Compensation Committee may provide in an applicable grantre-nominations.

Proxy access would “benefit both the markets and corporate boardrooms, with little cost or purchase agreement that any unvested award will vest on a partial,pro rata basisdisruption,” raising US market capitalization by up to $140 billion. This is according to a cost-benefit analysis by the time of the senior executive’s termination, with such qualifications for an award as the Committee may determine.

For purposes of this Policy, “equity award” means an award granted under an equity incentive plan as defined in Item 402 of the SEC’s Regulation S-K, which addresses executive compensation. This resolution shall be implemented so as not affect any contractual rights in existence on the date this proposal is adopted.

The vesting of equity pay over a period of time is intended to promote long-term improvements in performance. The link between executive pay and long-term performance can be severed if such pay is made on an accelerated schedule.

This proposal should also be evaluatedChartered Financial Analyst Institute,Proxy Access in the context of our Company’s overall corporate governance as reported in 2012:

GMI/The Corporate Library, an independent investment research firm, had continuously rated our company “D” since 2004! with “High Governance Risk.” Also “Very High Concern” for our director qualifications and “High Concern” regarding our Executive Pay – $19 million for Leslie Wexner and we are not a $100 billion company.

We gave 68% support toUnited States: Revisiting the 2011 shareholder proposal to eliminate our regressive 75% voting thresholds to make key improvements to our corporate governance like adopting one-year terms for our directors. Then our management disingenuously put the proposal topic to eliminate the 75% thresholds on our 2012 ballot as a binding proposal and then voted their shares against it so it could not possibly get the 75% vote of all shares outstanding needed for adoption.

Six of our directors each had 10 to 49 years long-tenure and 5 directors were age 73 to 79—succession planning concern. Plus a director at age 79 can now be elected for a 3-year term. Director independence erodes after 10-years. GMI said long-tenure hinders director ability to provide effective oversight. A more independent perspective would be a priceless asset for our directors.

GMI said Mr. Wexner received $4.9 million in short-term incentive pay based on six-month operating seasons. Short-term pay should be based on at least one-year periods; anything less may force our highest paid executives to focus on extreme short-term growth. Moreover, despite his ownership, Mr. Wexner continued to receive time-vesting equity in the form of market-priced stock options. Finally, Mr. Wexner had a potential $51 million entitlement under a change in control.Proposed SEC Rule.

Please vote to protectenhance shareholder value:

Limit Accelerated Executive Pay—Shareholder Proxy Access—Proposal 5

Our Response—Statement in Opposition to Stockholder Proposal Regarding Accelerated Vesting of Equity Awardson Proxy Access

The Board has carefully considered the above proposal and believes that it is not in the best interests of our stockholders.stockholders to implement proxy access at this time. Consequently, the Board recommends a voteAGAINST the proposal.

The Company no longer grants “single trigger” equity awards.

The Compensation Committee ofBoard reviewed the Board of Directors, which is comprised entirely of independent directors, periodically considers the optimal structure for the Company’s equity incentive programs, including the treatment of equity awards following a change in control of the Company. While prior equity awards included a “single trigger” feature, such that the awards would accelerate upon a change in control, in 2011 the Compensation Committee adopted, and the Company’s stockholders subsequently approved, the 2011 Stock Option and Performance Incentive Plan (the “2011 Plan”), which eliminated this feature. This change reflected the view of the Compensation Committee as to the proper manner of addressing this issue in light of, among other things, evolving market practice and the related corporate governance landscape and believes that while many investors have strong views on proxy access, there is also consistent withno current consensus on this issue. Some investors oppose proxy access altogether. Among those who favor proxy access, there are different views on the feedback received from manymost appropriate way to implement proxy access and these views continue to evolve, including on appropriate thresholds and procedures around proxy access. In reviewing the proxy access provisions of the Company’s significant stockholders. companies that have adopted proxy access to date, we have seen different practices emerge. The Board believes that our approach towards proxy access should be developed in a careful and thoughtful fashion that is guided by a review of corporate governance developments and consideration of all potential consequences.

In furtherance of this view, on January 31, 2013,addition, the Compensation Committee adopted a policy providing that the Company will not issue “single trigger” equity awards to any of its officers, directors, employees, advisors, consultants or other service providers in the future. Accordingly, the Company does not now, and, pursuant to the aforementioned policy, will not in the future, issue “single trigger” equity awards.

The CompanyBoard believes that the current structureproposal contains provisions that are not in line with the adoptions of its equity incentive program is optimal.proxy access to date and raises concerns about whether it properly balances the interests of all stockholders. The proposal does not limit the number of stockholders that can form a group to reach the 3% ownership threshold, while we believe that most companies that have adopted proxy access to date have imposed a limit on the number of stockholders in a group. Further, the proposal lacks basic protective provisions. The proposal does not require that proxy access nominees have no affiliations with a competitor of the Company, nor does the proposal require nominees to be independent or to satisfy legal requirements applicable to directors of the Company.

While we will review whether the implementation of proxy access would further enhance our corporate governance practices, the Board believes that the Company’s existing corporate governance practices allow stockholders to put forward potential director nominees and ensure the responsiveness and accountability of incumbent directors.

There are several avenues for stockholders to put forward potential director nominees. First, stockholders may submit names of potential director nominees directly to the Board for consideration, and the Nominating & Governance Committee will use the same criteria to evaluate such candidates as for other candidates considered by the Board. Second, stockholders already have the power, subject to the requirements in the Company’s Bylaws, to directly nominate and solicit proxies for their own director nominees at annual meetings of stockholders. Third, stockholders who hold at least 25% of the voting power of the outstanding stock of the Company have the power, subject to the requirements in the Company’s Bylaws, to request a special meeting to consider stockholder-sponsored actions, including actions with respect to directors.

Other existing corporate governance practices of the Company promote director accountability and responsiveness to stockholders. In uncontested elections, directors are elected only if they receive a majority of the votes cast, and incumbent directors are required to offer to resign if they fail to receive such a vote from the stockholders. Further, stockholders may communicate directly with the Board as described under “Proposal 1: Election of Directors—Communications with Stockholders.” Stockholders also have the right to submit proposals for consideration at an annual meeting and for inclusion in the Company’s proxy statement, subject to the rules and regulations of the Commission.

The Compensation Committee has determined, and the full Board of Directors concurs,also believes that the current structure ofprocedure, whereby the Company’s equity incentive program—which does not allowNominating & Governance Committee is responsible for “single trigger” acceleration, but retainshelping the flexibilityBoard to provideidentify potential nominees who are qualified to serve on the Board, has worked well and continues to work well for accelerated vesting after a change in control under certain circumstances—is optimal and consistent with the best interestsour Company. The historical performance of the Company, including its fifth straight year of record-setting adjusted sales and its stockholders. For example,earnings in 2015, led by a Board selected based on the 2011 Plan provides forabove considerations, demonstrates the issuanceeffectiveness of equity awards that automatically vest if the applicable participant is terminated without cause or resigns for good reason within 24 monthsBoard’s current director nominee selection process.

Board Recommendation

After careful consideration of a change in control (i.e., it provides forthis proposal, the issuance of equity awards having a “double trigger” vesting condition). The Compensation CommitteeBoard believes that these limited accelerated vesting provisions further the objectives of our equity incentive program by eliminating the potential misalignment of interest that would occur if our executives were presented with a potential change in control transaction that may beit is not in the best interests of the Company and its stockholders but which could result in some of our executives being terminated for reasons unrelated to their performance and their unvested equity awards being forfeited. These provisions ensureimplement proxy access at this time. We will continue to monitor evolving market practices, so that our executives will not risk losing their unvested equity awards, and thereby face financial penalty, if they were to pursue such a change in control transaction on behalf of the Company.

The limited accelerated vesting provisions authorized by the 2011 Plan are also important for attracting and retaining key executives. In particular, if these provisions were not present, our senior executives might have less incentive to remain with the Company immediately prior to a potential change in control transaction that could result in such executives being terminated without cause. The departure of senior executives prior to the completion of a potential change in control transaction would deprive the Board of management’s objective input during the transaction, and would severely and adversely affect the Company’s business and operations if the transaction were not completed.

We also believe that the vast majority of our stockholders are in accord. We note that the 2011 Plan adopted by the Compensation Committee was approved by 88.7% of the Company’s stockholders who voted at the 2011 annual meeting,can make an informed decision as to whether, and the compensation awardedproper terms upon which, to the Company’s named executive officers was approved, on an advisory basis, by 93.3% of the Company’s stockholders who voted at the 2012 annual meeting.

The Compensation Committee should not be restricted from developing a compensation program that reflects market conditions and serves the best interests of the Company and its stockholders.implement proxy access.

The Board of Directors believes thatrecommends a vote AGAINST the Compensation Committee needs to continue to be in position to develop executive compensation principles and practices that reflect market conditions and which attract, retain and properly incentivize our key executives. A rigid policy such as the one advocated by thestockholder proposal would limit the Committee’s ability to design effective and competitive compensation programs that serve the best interests of the Company and its stockholders.

The Board also believes that it should be noted that the proposal contains a number of statements about the Company’s corporate governance and executive compensation practices that are irrelevant to the proposal under consideration. Certain of these statements are misleading, and we urge stockholders to consult the sections entitled “Proposal 1: Election of Directors” and “Compensation-Related Matters” for more information about these topics.

The Board Recommends a VoteAGAINST the Stockholder Proposal Regarding Accelerated Vesting of Equity Awardson proxy access.

COMPENSATION-RELATED MATTERS

Compensation Discussion and Analysis

Executive Summary

The Limited Brands executive compensation program is designed to ensure that the interests ofPerformance Overview

Fiscal 2015 was another record-setting year. We delivered our named executive officers are closely aligned with those of our stockholders. Our program continues to be effective in allowing us to attract, motivate and retain highly qualified senior talent who can successfully deliver outstanding business performance. This effectiveness is demonstrated by the close alignment of our pay and performance. Our challenging performance targets require outstanding performance, including significant growth in operating income year over year. When our named executive officers successfully perform against these targets, we compensate them accordingly.

In fiscal 2012, we delivered strong operating performance and generated a total shareholder return of 26%. Our performance reflects the thirdfifth straight year of record-settingbest-ever adjusted sales and profitability performance forearnings under the leadership of our major brands,NEOs, including our CEO:

We are committed to return $6.1 billionreturning value to our stockholders since February 2009, including the paymentthrough a combination of $11.00dividends and share repurchase programs. In fiscal 2015, we increased our regular annual dividend 47% from $1.36 to $2.00 per share, paid a $2.00 per share special dividend and repurchased $483 million in stock. This commitment as well as our confidence in our growth opportunities is further demonstrated by increasing the annual dividend for 2016 20% from $2.00 to $2.40 per share, paying an additional $2.00 per share special dividendsdividend and $2.0 billion inauthorizing a new $500 million share repurchases, demonstrating our commitmentrepurchase program.

Our ability to return excess cash to stockholders. This return of cashdeliver strong financial performance and provide extraordinary returns to stockholders is in addition to the 14% increasea direct result of focus and disciplined execution in our stock price over the lastbusiness by our NEOs and their success is reflected in their compensation for fiscal year.2015.

An important objective of our compensation program is the retention of executives who are critical to the achievement of our goals. Because of our success, our executives are in high demand from our competitors, including some of the world’s leading retailers. Ensuring the development and retention of our core leadership team is fundamental to our success.

2012: A Year of Continued Strong Performance

The table below shows our sustained strong performance in a challenging and uncertain economic environment:

		FY 2010				FY 2011				FY 2012				Percent  Increase
		($ in millions, except per share amounts)												2 Year		1 Year
Net sales		$	9,613			$	10,364			$	10,459			9%		1%
Comparable Store Sales			9%				10%				6%
Operating Income (as reported)		$	1,284			$	1,238			$	1,573			23%		27%
Operating Income (adjusted)1		$	1,284			$	1,546			$	1,707			33%		10%
Earnings per Share (as reported)		$	2.42			$	2.70			$	2.54			5%		-6%
Earnings per Share (adjusted)1		$	2.06			$	2.60			$	2.92			42%		12%
Dividends per Share		$	4.60			$	3.80			$	5.00			9%		32%
Stock Price at fiscal year end		$	28.91			$	41.46			$	47.25			63%		14%
Total Shareholder Return			76%				58%				26%

 

1

Adjusted operating income and adjusted earnings per share are non-GAAP measurements which present operating income and earnings per shareThe reconciliation of such measure to the comparable figure determined in 2012, 2011 and 2010accordance with accounting principles generally accepted in the United States (“GAAP”) is included on an adjusted basis which removes certain special items that are not indicativepage 23 of ongoing operations due to their non-recurring and extraordinary nature. The Company uses adjusted financial information as a key performance measure of results for purposes of evaluating performance internally. (Please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Limited Brands’ 2012the Company’s 2015 Annual Report on Form 10-K, which is being sent with this proxy statement, for reconciliation to measures determined in accordance with GAAP).10-K.

2015 Compensation Decisions Overview

NEO base salaries and short term performance-based incentive compensation targets for fiscal 2015 were set in March 2015 based on fiscal 2014 performance and our goals for 2015. Fiscal 2015 compensation decision highlights include:

Awarded Mr. Wexner performance-based stock awards in January 2016 with a target value of approximately $14.1 million based on the achievement of financial and strategic goals during fiscal 2015 and stock performance that ranks in the top three of our peer companies and exceeds the S&P 500 Index by 22 percentage points;

Increased the base salary for each of the NEOs for the first time in at least two years (seven years in the case of Mr. Wexner) based on our growth and accomplishments in the last several fiscal years, including continued record-setting sales and earnings performance in 2013 and 2014;

Increased short term performance-based incentive compensation targets for each of the NEOs to incent future performance and further leverage their compensation;

Increased the target value of performance-based RSUs awarded to NEOs other than Mr. Wexner in April 2015 to recognize our record-setting financial performance in fiscal 2014, provide significant retentive value for these NEOs and incent future performance;

Set short term incentive compensation goals at targets that require continued growth in operating income over record fiscal 2014 results; and

Continued the cumulative, long-term, relative performance measure required for NEOs to earn RSUs.

In additionPay for Performance

Our compensation program requires superior performance for our NEOs to our solid performance on a year-over-year basis, our performance exceeds that of other retailersearn performance-based incentives at target. While both total shareholder return and general industry. Our returns to stockholderstotal CEO compensation have increased over the last threefour years have consistently outperformedas a result of the Company’s outstanding performance, the Company’s increase in stockholder return, including reinvested dividends, exceeds the rate of increase in total CEO compensation (as disclosed in the 2015 Summary Compensation Table):

Over the last five years (since the beginning of fiscal 2011) our shareholder return was 35% on an annualized basis (352% in the aggregate) while our CEO’s compensation increased 7% on an annualized basis; and

Over the last year, the total shareholder return was 19% while total CEO compensation increased 13%.

Our total shareholder return over the last five years is the best of the companies in our peer companies (listed on page 25), the S&P Retailing Index,group and outperformed the S&P 500 Index:

		Total Shareholder Return
		One Year				Three Year				Five Year
Limited Brands			26	%			242	%			280	%
Limited Brands Peer Companies Median			14	%			71	%			56	%
S&P Retailing Index Median			17	%			93	%			84	%
S&P 500 Index Median			16	%			56	%			35	%

Our compensation program provides incentive for our named executive officers to deliver this exceptional performance.

Index by 26 percentage points. The Relationship between Performance and Pay

For fiscal 2012, our named executive officers’ total direct compensation at target, including base salary, short-term performance-based incentive compensation and equity-based incentives, was strategically positioned above the median when compared to our peer group. Actual performance results for fiscal 2012 were above targeted levels and, as a result, actual compensation was above targeted levels.

Thefollowing chart below showsillustrates how the increase in stockholder return (calculated based on the appreciation in value of $100 invested at the beginning of the period, including reinvested dividends) exceededreturns exceeds the rate of increase in total CEO pay (as disclosed in the Summary Compensation Table):compensation:

 

Although there

The effectiveness of our compensation program at delivering pay for performance is no formal policy for a specific allocation between short-further validated by an analysis conducted by the Compensation Committee’s independent compensation consultant to determine the alignment of pay and long-term, fixed and at-risk, or between cash and non-cash compensation,performance. The consultant reported to the Compensation Committee seeks a pay mix that places greater emphasis on performance-based and equityour NEO compensation than on base salary. Increased emphasis on short-term, performance-based incentive compensation contributed to the Company’s strong financial performance in fiscal 2012.

The charts below illustrate the fixed and variable compensation components that make up the total direct compensation at target for our CEO and other named executive officers.

With the goal of incenting continued superior performance, the Compensation Committee of the Board took the following actions during fiscal 2012:

Increased short-term performance-based incentive compensation target percentages for each of the named executive officers.

Established short-term incentive compensation targets that required significant growth in operating income over the record setting results we achieved in fiscal 2011.

Awarded special performance-based restricted stock units designed to incent and retain leaders who are critical to the accomplishment of our financial and strategic goals over the next five years.

Established a rigorous performance metric that must be achieved before the named executive officers vest in restricted stock units.

At the Compensation Committee’s request, Towers Watson performed an analysis of our performance-based (i) long-term equity and (ii) short-term cash compensation for our named executive officers. We evaluated these two pay components and financial performance across four key measures (operating income, earnings per share, total stockholder return and return on invested capital) relative to our peer group over the relevant time period.

This analysis found that both our long-term equity compensation and long-term financial performance ranked above the 75th percentile of our peer group and both our short-term cash compensation and short-term performance ranked above the 75th percentile of our peer group. Based on these results, the Compensation Committee has determined that the long-term and short-term incentive compensation realized by our named executive officers areis aligned with performance and are appropriate based on the competitive market, achievement of performance goals and total returns delivered to our stockholders.

The Role of Stockholder Advisory Vote on Executive Compensation

Although the advisory stockholder vote onIn 2015, 91% of our stockholders voted in favor of our executive compensation is non-binding, theprogram. The Compensation Committee has considered and will continue to consider the outcome of theconsiders this vote and other stockholder/advisory group feedback received from stockholders when making compensation decisions for named executive officers. We have a policy of robustNEOs. Based on the strong support as well as feedback from our engagement with major stockholders, including continuing outreach to and dialogue with our major institutional investors.

In response to investor feedback in fiscal 2011 and fiscal 2012, we made a number ofdid not make structural changes to our executive compensation programs including:program in 2015.

Removed existing tax gross-up provisions contained in employment agreements so that no agreements with any of our named executive officers contain such a provision.

AddedWe have implemented the following provisionscompensation practices in accordance with our corporate governance principles and/or in response to our stock plan:previously received stockholder and advisory group feedback:

 

–ü

RequireNo tax gross-ups for NEOs upon a three-yearchange in control.

ü

“No hedging” policy governing stock trading.

ü

Policy that discourages pledging of Company stock and requires advance approval by our General Counsel. None of our NEOs or Board members have pledged Company stock.

ü

No re-pricing of stock options without stockholder approval.

ü

Double trigger vesting of equity awards upon a change in control for all equity awards since 2011 (applicable to all unvested awards as of April 1, 2016) plus a policy that prohibits the future issuance of single trigger awards.

ü

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

ü

Stock ownership guidelines set at five times base salary for our CEO, three times base salary for other NEOs and four times the annual stock retainer for Board members.

ü

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

ü

Three year minimum vesting period for full value awardsRSUs that are based on the passage of time;

–

Require a one-year minimum vesting period for full value awards that are based on performance;

–

Provide that accelerated vesting of awards upon a change in control will no longer be single trigger but will only occur if there is also a termination of employment (double trigger); and

 

–ü

ProvideOne year minimum vesting period for the clawback of outstanding or settled awards in certain circumstances.stock options and for RSUs that are earned based on performance.

 

ü

While these are the minimum requirements under the plan, stock options and performance-based RSUs awarded to our NEOs generally vest over five years.

Adopted a policy providing that the Company will not issue single trigger equity awardsConclusion

We continue to anydeliver extraordinary returns and are committed to creating long term value for our stockholders. The Company’s fifth straight year of record-setting sales and earnings was led by our NEOs who are incented to perform by our compensation program and its directors, employees, advisors, consultants or other service providersconnection to results. Our performance in 2015 is reflected in the future.

Strengthened a policy prohibiting directorspay for our NEOs. Base salaries and officers from engaging in hedging transactions.

Significantly expanded disclosure of the considerations, criteria and processes employed by the Compensation Committee to determine the components of CEO compensation.

Established a rigorous performance metric for long-termtargeted long term performance-based equity incentive awardscompensation for the NEOs increased from fiscal 2014 to 2015 in recognition of their continued success in the difficult challenge of beating our CEO to drive future performance and further align executive and stockholder interests.

These changes, alongbest-ever results. Short term performance-based cash incentive compensation increased in connection with operating income performance that resulted in 58% total shareholder return for 2011, were important factors in achieving 93% shareholder support forsurpassed our 2012 advisorystretch goals. In summary, we see alignment between our performance, our stockholders’ interests and our pay. Accordingly, we recommend stockholders vote on executive compensation. GivenFOR the strong support for our executive compensation programs, the Compensation Committee has concluded that a large majority of our stockholders support our existing compensation program. Based on this result and other investor feedback, the one significant change was the extension of the rigorous performance metric for long-term equity incentive awards to now include all restricted stock unit awards to all of our named executive officers.

The Board has adopted a policy of seeking a stockholder advisory vote on executive compensation on an annual basis.program as outlined in Proposal 4.

Executive Compensation Philosophy

Guiding Principles

The Compensation Committee believes thathas built an executive compensation programs should be builtprogram on a philosophy reflected in clearly articulatedclear, purposeful guiding principles.principles:

 

Philosophical ElementCompensation Component		GuidingOur Principles
Pay Level		•		Attract and retain superior leaders in the highly competitive market for talent.
		•		Pay competitively and equitably.
		•		Recognize depth and scope of accountability and complexity of responsibility. •   Attract and retain superior leaders.
Pay Mix		•   Structure total		Emphasize performance-contingent, long term and equity-based compensation such that a smaller proportion isover fixed compensation and a larger proportion is performance-contingent and/or equity-based. compensation.
Pay for Performance Orientation		•		Recognize and reward Company,enterprise, brand and individual performance.
		•   Incent achievement of Spring and Fall seasonal goals, reflecting the short-cycle nature of our business by setting targets and paying bonuses twice a year. •   Create long-term value for stockholders through the consistent achievement of ever present short-term goals. •   Reward past performance and achieve retention through long-term equity incentive awards. •   Create wealth-building opportunity over time. •		Align executiveexecutives’ interests with stockholderstockholders’ interests.
		•		Require executives to own a significant levelamount of the Company’s Common Stock.
		•		Set Spring and Fall goals to reflect the seasonal nature of our business and 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 and increasing operating margins.
		•		Retain and incent high-performers through long-term equity incentive awards.

The Market for TalentConnecting Performance and Pay

Our review ofchallenging incentive goals require superior performance, including substantial growth in operating income year over year to achieve target pay. When our NEOs hit and exceed these goals, we compensate them accordingly.

To achieve pay for performance, we employ a pay mix philosophy that places greater emphasis on performance-based and equity compensation market practiceover base salary. In fact, until fiscal 2015, our CEO had not received an increase in base salary since 2008. The following charts illustrate our pay mix philosophy which consists of a comparisonlower percentage of base salary compared to performance-based pay at target for 2015:

To assess whether the targetCompany’s compensation program delivers pay for performance as designed, the Compensation Committee’s independent compensation consultant, Towers Watson (which merged with Willis Group Holdings in January 2016 and actualis referred to as Willis Towers Watson hereafter), analyzed our performance-based long term equity and short term cash compensation for eachour NEOs across four key measures (operating income, earnings per share, total stockholder return and return on invested capital) relative to our peer group. The analysis shows that both pay and performance are in the top quartile of our named executive officerspeer group.

Based on this analysis, Willis Towers Watson and the Compensation Committee concluded that our NEO compensation is aligned with performance and appropriate based on the competitive market, achievement of performance goals and total returns delivered to our stockholders.

Compensation Comparison

We compare our NEO compensation with publicly available data on base salary, bonus and long-term incentive compensation for executives fromexecutive compensation.

We define our peer group, which includes specialtywith the help of Willis Towers Watson, to generally include:

Specialty and department store retail organizations and companiesretailers;

Companies with innovative and aspirational brands that have strong emotional content.content;

Our peer group companies

Businesses that are chosen because of their general similaritygenerally similar to Limited Brandsthe Company in total revenue, market capitalization, geographic location,global locations, business andand/or merchandise focus and/or their competitionfocus; and

Retailers that compete with the Company for executive talent. It is important that we benchmark our compensation practices primarily against companies with innovative and aspirational brands that have emotional content because our success depends on the unique skills and talent required to create an emotional experience for our customers.

With the assistance of Towers Watson, we

We review our peer group annually to ensure thatand removed Ann Inc. in 2015 when it remains appropriate. Duringwas acquired by Ascena Retail Group. Following our review, in 2012, we determined that it was appropriate to remove Fifth and Pacific (formerly Liz Claiborne) from our list of peers due to the significant changes to their business model and reduced size. Below is a list of our peer companies.

group consists of the following companies:

Abercrombie & Fitch Co.		The Estee Lauder Companies Inc.		Nordstrom, Inc.
Aeropostale, Inc.		The Gap, Inc.		Ralph Lauren Corporation
American Eagle Outfitters, Inc.		J. C. Penney Company, Inc.		Starbucks Corporation
ANN INC.Avon Products, Inc.		Kohl’s Corporation		Target Corporation
Avon Products,Coach, Inc.		Macy’s, Inc.		The TJX Companies, Inc.
Coach,DSW, Inc.		NIKE, Inc.		Williams-Sonoma, Inc.
DSW,The Estee Lauder Companies Inc.		Nordstrom, Inc.

Based on 2011 fiscal year results, Limited Brands ranked betweenWe do not specifically benchmark our NEOs’ compensation against our peer group. Instead, we consider peer comparisons as one of several factors in applying our pay philosophy and setting the 50th and 60th percentile of this peer group in terms of revenue, net income and market capitalization.

Overview of CEO Pay

Mr. Wexner holds a unique position as the founderpay of our Company fifty years agoNEOs.

Stock Ownership Guidelines

The Compensation Committee encourages NEO Common Stock ownership through stock ownership guidelines which promote a long term focus, discourage inappropriate risk-taking and align the creative talent behindinterests of our long recordNEOs with those of successful brand-building.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 approximately 17.5%15.98% of our outstanding Common Stock, Mr. Wexner is by far the largest single stockholderWexner’s ownership well exceeds this minimum requirement.

Other NEOs are required to maintain beneficial ownership of Common Stock with a value of three times his or her base salary. All of these NEOs have beneficial ownership in excess of this guideline as of the Company. Unlike the typical managerial CEO, his executive compensation is dwarfed by hisend of fiscal 2015.

Members of our Board must maintain ownership of at least the Company’s Common Stock. In addition, Mr. Wexner has never utilized a special voting classnumber of shares to represent his interests. Therefore, in all governanceof Common Stock received as well as economic respects his interestsBoard compensation over the previous four years. All members of our Board are in full alignmentcompliance with those of other stockholders.this policy.

Mr. Wexner is a recognized innovator and leader in the retail industry. He expanded the Limited Brands business portfolio through both invention and acquisition, becoming a leading U.S. retailer with numerous powerful brands and brand extensions. The retail concepts he has created continue to flourish even under the most challenging of environments. His long record of success in leading the Company is unmatched in scope and duration by any other retailer. Compensation for NEOs

The Compensation Committee has determined that his significant contributions asmakes all decisions regarding compensation for Mr. Wexner. The Compensation Committee oversees the Company’s CEO deserveevaluation process and compensation structure for the other NEOs and approves all NEO stock awards.

Target compensation for the NEOs is reviewed annually and is designed to reward historical performance, incent future performance and be fully reflectedcompetitive with the external market for talent. The following fiscal 2014 accomplishments were considered in his compensation. For fiscal 2012, the components of the CEO’s pay were as follows:setting NEO target compensation for 2015:

 

Element of Compensation		2012 Target				% of Total Direct Compensation				2012 Actual				% of Total Direct Compensation				2011 Actual				% Change (Actual FY 2011 to FY 2012)
Base Salary		$	1,924,000				14	%		$	1,924,000				11	%		$	1,924,000				0	%
Short-Term Performance Based Incentive			3,655,600				28	%			4,970,885				27	%			4,899,158				1	%
Long-Term Equity-Based Incentive			7,696,000				58	%			11,287,587				62	%			11,418,236				-1	%
Total Direct Compensation			13,275,600				100	%			18,182,472				100	%			18,241,394				0	%

Although the Company achieved strong performance for the 2012 fiscal year, Mr. Wexner’s total direct compensation remained flat relativeIncreased sales 6% to fiscal 2011. While the Company achieved increases in$11.5 billion driven by a comparable store sales operating income and adjustedincrease of 4%.

Increased earnings per share by 15% to $3.50.

Increased merchandise margin rate.

Improved operating income rate from 16.2% to 17.1% driven by growth in fiscal 2012 over fiscal 2011, Mr. Wexner’s compensation did not change significantly becauseall segments.

Delivered total shareholder return of 69%.

Increased focus on our core categories by exiting most apparel categories at Victoria’s Secret Direct and the rigorous performance requirementsmake-up business at Victoria’s Secret Stores.

Continued international expansion of our fiscal 2012 long-termbrands.

Returned value to stockholders through a combination of dividends and short-term performance-based incentiveshare repurchase programs.

The largest component of Mr. Wexner’s

When setting target compensation is long-term performance-based equity that vests over time assuming performance conditions are met. Therefore, equity compensation is not realizable on an annual basis. Further, the value of Mr. Wexner’s long-term equity is dependent on two performance components. The first consists of both qualitative and quantitative financial performance criteria used byfor 2015, the Compensation Committee to determinealso considered the sizeCompany’s future challenges and goals, including expectations of the award. The second is a forward looking performance objective, achievement of which is required for the award to ultimately vest. More information is provided under the heading “CEO Equity Award Determination” below.

continued growth and improved margins against potential market challenges and continued international expansion efforts.

Compensation Components of Compensation

The three principal elements of our executive compensation programs are base salary, short-termshort term performance-based cash incentive compensation and long-term equity-basedlong term performance-based equity incentive compensation. The Compensation Committee continually reviews our executiveOther elements of compensation programsthat may be paid to ensure they reflect our compensation philosophy. The programs are reviewed in relation to market practice considering the scope of each named executive officer’s roleNEOs include retirement and performance.

The Compensation Committee annually reviews a three-year history of all of the components of the named executive officers’ compensation, including salary, short-term incentive compensation, realizedother post-employment benefits and unrealized gains on stock options and restricted stock units, the cost to the Company of all perquisites, benefits earned and accrued under the Company’s non-qualified deferred compensation plan and supplemental executive retirement plan and potential payouts under several potential severance and change-in-control scenarios. Tally sheets including all of the above components were reviewed by the Compensation Committee to assess the reasonableness of the compensation of the named executive officers. Based on this review, the Compensation Committee concluded that compensation levels are reasonable and in the best interests of Limited Brands and its stockholders.perquisites.

Each component of named executive officer compensation for fiscal 2012 was set in March of 2012 with consideration given to the following accomplishments in fiscal 2011:

Increased adjusted operating income (excluding special items) by $262 million to $1.546 billion driven by the strength of our assortments and store selling efforts, coupled with continued disciplined inventory and expense management.

Substantially increased operating margins for our brands through increased sales productivity, merchandise margin expansion and expense control.

At Victoria’s Secret, sales increased 11% and operating income increased 22%.

At Bath & Body Works, sales increased 6% and operating income increased 11%.

Managed inventory, ending 2011 down 3% compared to 2010 and our inventory per selling square foot ended 2011 flat compared to 2010.

Continued expansion of our brands internationally:

Company-owned Victoria’s Secret stores in the United Kingdom;

Company-owned Bath & Body Works and Victoria’s Secret stores in Canada;

Franchise expansion of Bath & Body Works stores in the Middle East; and

Expansion of Victoria’s Secret Beauty and Accessories stores throughout the world.

Divested 51% of our third-party apparel sourcing business for pre-tax cash proceeds of $124 million.

Generated cash flow from operations of $1.266 billion in 2011 and ended the year with $935 million in cash.

Returned over $2.3 billion to our shareholders through special dividends, share repurchases and our ongoing regular dividends and increased in our first quarter 2012 common stock dividend from $0.20 to $0.25 per share.

Base Salary

The Compensation Committee oversees the evaluation process and compensation structure, including the base salary for named executive officers other than Mr. Wexner (whose compensation is set by the Compensation Committee). Infollowing factors are considered in determining base salary adjustments, the Compensation Committee considers the scopeadjustments:

Scope and responsibility of the officer’s position, total CompanyNEO’s position;

Achievement of seasonal and brand performance, the officer’s overall performanceannual business goals;

and future potential and the levelLevel of overall compensation paid by competitors for comparable positions. Individual performance is measured against the following factors: seasonal and annual business goals; brand strategy execution and business growth goals; recruitmentpositions;

Recruitment, retention and development of leadership talent;

The Company’s challenging expectations for future growth; and commitment to living the values

The appropriate balancing of Limited Brands. These factors are considered subjectively in the aggregate, and none of these factors is assigned a formula weight.our NEOs’ base salary against their incentive compensation.

For the fourth straight year no change was madefirst time since 2008, Mr. Wexner received an increase to thehis base salary for Mr. Wexner. Each of thesalary. The other named executive officersNEOs also received base salary increases in recognition of their contributions to the continued success of the Company. Mr. McGuigan’s increase also reflects his assumption of additional responsibilities and is intended to align his compensation with internal and external positions of similar scope and importance. Mr. Coe’s increase is based on his achievement of business goals for Bath & Body Works, recognizes his successful leadership and is intended to be highly competitive with the external market.

 

		2012 Base Salary ($)				2011 Base Salary ($)				% Increase				2015 Base Salary ($)				2014 Base Salary ($)				% Increase
Mr. Wexner			1,924,000				1,924,000				0.0	%			2,000,000				1,924,000				4.0	%
Ms. Turney			1,400,000				1,300,000				7.7	%			1,500,000				1,442,000				4.0	%
Mr. McGuigan			950,000				900,000				5.5	%			1,250,000				978,500				27.7	%
Mr. Coe			825,000				800,000				3.1	%			1,000,000				925,000				8.1	%
Mr. Burgdoerfer			800,000				750,000				6.7	%			852,800				824,000				3.5	%

Short-TermShort Term Performance-Based Cash Incentive Compensation

Our short-term performance-based incentive compensationThis program for named executive officers provides for incentive payments for eachfocuses on achievement of six-month operating season,goals, reflecting the seasonal nature of our business. These incentive payments are based onbusiness and the attainmentfact that achievement of pre-established objective financial goals and are intended to motivate executives to work effectively to achieve financial performance objectives and reward them when objectives are met and results warrant. It is our belief and experience that by achieving our short-termshort term goals season after season we create long-termcreates long term value for our stockholders. These incentive payments are paid inOur operations consist of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). Fall, including the holiday season, is weighted more heavily because of its importance to our profitability.

Short term performance-based cash unless the executive elects to defer a portion and/or to receive a portion in Common Stock as discussed below.

The target short-term performance-based incentive compensation opportunity for each eligible executive istargets are set at a percentage of base salary. Thesalary with the amount earned can rangeranging from zero to double the target incentive, based uponon the extent to which the pre-established financial goals are achieved or exceeded. Consistent with our focus on performance-based compensation, for fiscal 2012,

The financial incentive provided by the Compensation Committee approved an increase in the short-termshort term performance-based incentive compensation plan is a key component in driving the exceptional performance of the Company and our NEOs to produce record-breaking success year after year. In 2015, target percentages for each of the named executive officers:NEOs were increased to incent future performance and place further emphasis on the performance-based component of their compensation package:

 

		Fiscal 2012 Target Incentive				Fiscal 2011 Target Incentive				Fiscal 2015 Target				Fiscal 2014 Target
Mr. Wexner			190	%			185	%			220	%			200	%
Ms. Turney			180	%			170	%			200	%			190	%
Mr. McGuigan			125	%			110	%			150	%			140	%
Mr. Coe			110	%			90	%			160	%			150	%
Mr. Burgdoerfer			125	%			120	%			150	%			135	%

The pre-established objective fiscal 2015 financial targets under this program for fiscal 2012goals were based solely on operating income, subject to adjustmentsadjustment for extraordinary items pursuant to the 2011 Cash2015 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-range growth plan and to performance that drives stockholder value.

For executives that have enterprise-wide responsibility, targets are based 80% on a weighted average of the percentage achievement of major brand When evaluating operating income targetsgoals, 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:

An analysis of historical performance;

Income goals for that brand;

Financial results of other comparable businesses; and 20% on total Company operating income.

Progress toward achieving our strategic plan.

Named Executive OfficerNEO						Short-TermShort Term Performance Incentive TargetGoal Weighting and Metric
Mr. Wexner		}				80% weighted average of major brand performance: 65%55% Victoria’s Secret operating income
Mr. Burgdoerfer						25%30% Bath & Body Works operating income 15% Other operating income
Mr. McGuigan			10% Mast Global and International operating income
(Fall season)		20% total LimitedL Brands operating income
Mr. McGuiganMs. Turney				65% Mast Global operating income
(Spring season)		35% weighted average of major brand performance
Ms. Turney		100% Victoria’s Secret operating income
Mr. Coe						100% Bath & Body Works operating income

The Compensation Committee sets operating income targets at the beginning of each six-month season based on an analysis of historical performance, income expectations for that brand, financial results of other comparable businesses and progress toward achieving our strategic plan.

In fiscal 2012,2015, the Compensation Committee set targetsgoals that challenged our named executive officersNEOs to achieve outstanding performance in an uncertain economic environment and provided incentive to maximizegrow sales while maximizing margins and managemanaging expenses. These targets represented significantThe goals generally require substantial growth in operating income over the record settingrecord-setting results we achieved in fiscal 2011. 2014 and consider the difficulty in beating these best-ever results.

Spring season operating income goals for Victoria’s Secret when compared to actual results for fiscal 2014 are generally flat due to the projected decrease in operating income at Victoria’s Secret Direct resulting from the reduction in focus on the apparel merchandise category.

The targets were designedtable below shows the operating income goals required to reflect stretchearn short term performance-based incentive compensation at target and actual performance that was achievable based on operating plans and to not encourage our named executive officers to take inappropriate risks.by season:

 

Fiscal 20122015 Spring Season

Fiscal 20122015 Fall Season2

Operating Income TargetGoal

Actual Performance1

Operating Income TargetGoal

Actual Performance1

Total LimitedL Brands

$

546745 million

$

602775 million

$

1,0441,325 million

$

1,1041,417 million

Victoria’s Secret

522575 million

542588 million

683745 million

655805 million

Bath & Body Works

133205 million

149233 million

428559 million

457603 million

Mast GlobalOther2

5685 million

73108 million

105182 million

126203 million

 

1

Actual performance presents operating income on an adjusted basis which removes certain special items (subject to approval by the Compensation Committee) which are not indicative of Company ongoing operations due to their non-recurring and extraordinary 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	Fall season reflectsOther includes business unit operating income over 27 weeksthat is an internal performance measure and does not correspond to amounts reported externally.

Threshold performance levels are set rangingPerformance goals required to earn threshold payout range from approximately 85% to 90% of target. Maximumtarget and performance levels are set ranginggoals required to earn maximum payout range from approximately 105%110% to 120% of target. Performance below threshold results in no payout and performance between threshold and target and target and maximum is interpolated to determine payout percentage beginning at 20% at threshold up to 200% at maximum.

Actual payouts based on the above performancePayouts for fiscal 20122015 performance are set forth below and in the “Non-Equity Incentive Plan Compensation” column of the 20122015 Summary Compensation Table.

														Total Fiscal 2012 Incentive Payout
		Fiscal 2012 Target Incentive				Fiscal 2012 Spring Incentive Payout				Fiscal 2012 Fall Incentive Payout				Total Payout				% of     Target
Mr. Wexner		$	3,655,600			$	2,270,859			$	2,700,026			$	4,970,885				136	%
Ms. Turney			2,520,000				1,333,584				1,094,688				2,428,272				96	%
Mr. McGuigan			1,187,500				875,900				877,088				1,752,988				148	%
Mr. Coe			907,500				726,000				953,420				1,679,420				185	%
Mr. Burgdoerfer			1,000,000				621,200				738,600				1,359,800				136	%

Total Fiscal 2015 Incentive Payout

Executives who elect to receive up to 25% of their short-term performance-based incentive compensation in the form of our Common Stock will also receive a matching restricted stock unit grant of 25% of the amount the executive elected to receive in Common Stock, (i.e. a match of up to 6.25%), which will cliff vest in full at the end of three years, subject to continued employment.

		Fiscal 2015 Target Incentive				Fiscal 2015 Spring Incentive Payout				Fiscal 2015 Fall Incentive Payout				Total Fiscal 2015 Payout				% of Fiscal 2015 Target
Mr. Wexner		$	4,400,000			$	2,509,760			$	4,239,840			$	6,749,600				153	%
Ms. Turney			3,000,000				1,417,200				3,297,600				4,714,800				157	%
Mr. McGuigan			1,875,000				1,069,500				1,806,750				2,876,250				153	%
Mr. Coe			1,600,000				1,280,000				1,920,000				3,200,000				200	%
Mr. Burgdoerfer			1,279,200				729,656				1,232,637				1,962,293				153	%

Long-TermLong Term Performance-Based Equity Incentive Compensation

Stock awards are made to our NEOs under the 2015 Stock Options and Performance Incentive Plan (the “2015 Plan”). Our equity-based long-term performancelong term performance-based incentive program rewards past performance and encourages future performance with a challenging performance requirement.requirement for our NEOs. In addition, our long-term performance-based incentive program is designed to directly create stockholder value as the ultimate value realized of equity awards is determined by the stock price upon exercise or vesting. Furthermore, the time and performance vesting requirements of our long-term equity compensation substantially increase the likelihood that we will be able to retain top performers.executives who are critical to our success.

In determining the size of each named executive officer’s fiscal 2012 equity award, the Compensation Committee considers individualIndividual performance each officer’s(including contribution to the successachievement of the 2011 fiscal year while also taking into accountbusiness goals, execution of retail fundamentals and accomplishment of talent and cultural objectives), competitive practice, the Company’s overall budget for equity compensation expense and stockholder dilution.

In fiscal 2012,dilution, internal equity and retention risk are all considered in determining the Compensation Committee determined that is was in the best interest of the Company and our stockholders to grant one-time, performance-based and time-vested restricted stock unit awards to each of the named executive officers, other than Mr. Wexner. This decision was based on an evaluation of the retentive value of unvested, outstanding stock awards and the criticalitysize of each executive’s role in the achievement of our aggressive sales, operating income and earnings per share growth goals. The performance-based aspect of these awards will be earned only if the rigorous performance criteria described below are attained. Because these awards are intended to enhance retention and incent long-term performance, the Compensation Committee considers them compensation over the five-year vesting period and not a recurring part of each named executive officer’s annual compensation forNEO’s fiscal 2012.

Below is a summary of the one-time and annual performance-based restricted stock unit awards and stock options awarded in fiscal 2012:

		Value of One-Time Performance- Based Restricted Stock Unit Award				Value of Annual Performance- Based Restricted Stock Unit Award				Value of Annual Stock Option Award				Total FY 2012 Equity Award Value
Mr. Wexner		$	—			$	8,605,824			$	2,681,763			$	11,287,587
Ms. Turney			16,378,077				3,343,861				1,161,964				20,883,902
Mr. McGuigan			3,025,366				1,350,446				450,553				4,826,365
Mr. Coe			1,501,255				562,980				195,622				2,259,857
Mr. Burgdoerfer			2,001,713				1,091,818				379,407				3,472,938

2015 equity award.

Note: The equity award for Mr. Wexner is determined on a different basis than that of our other named executive officers. Mr. Wexner’s award is described in detail below.

Stock Options

Stock options generally comprise 25% of the value of each executive’s annual equity-based long-term incentive opportunity award. Stock options are awardedintended to align executive interests with stockholder interests by creating a direct link between compensation and stockholder return, and to help retain executives.foster retention. Stock options granted to each named executive officerNEO vest over five years, subject to continued employment. The exercise price for these options is equal to the grant date closing price of the underlying Common Stock on the grant date.Stock.

Performance-Based Restricted Stock UnitsRSUs

Performance-based restricted stock units generally comprise 75% of the value of each executive’s annual equity-based long-term incentive opportunity award. Performance-based restricted stock unitsRSUs are awarded to provide incentive forintended to:

Incent achievement of key performance metrics (through the performance requirement), align;

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

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

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

Performance-based RSUs awarded to NEOs other than Mr. Wexner in April 2015 recognize record financial performance in fiscal 2014 and provide significant retentive value for NEOs. Below is a summary of the performance-based RSU awards and stock options awarded in fiscal 2015:

		Value of Performance- Based RSU Award				Value of Stock Option Award				Total Fiscal 2015 Equity Award Value
Mr. Wexner		$	13,005,048			$	3,998,333			$	17,003,381
Ms. Turney			5,618,477				534,079				6,152,556
Mr. McGuigan			4,060,166				254,325				4,314,491
Mr. Coe			3,178,121				203,455				3,381,576
Mr. Burgdoerfer			2,710,253				173,503				2,883,756

Note: While the performance requirement is 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 below.

In order for both the annual and one-time performance-based restricted stock unitsRSUs to vest,be earned, the Company’s cumulative adjusted operating income, as a percentage of cumulative sales, must be in the top one-third of the S&P Retailing Index (also determined on a cumulative and adjusted basis) beginning with the fiscal year of the award through the fiscal year immediately preceding each vest date. ToWhile operating income is the extent any tranchesole performance metric used for our short term performance-based cash incentive compensation program, the use of operating income as a percentage of sales for our long term performance-based incentive program requires both operating income and sales performance and measures the efficiency of our sales. In addition, the relative metric requires that our performance significantly exceeds that of companies within our industry for the pre-determined performance goal to be achieved. Furthermore, the cumulative performance metric requires sustained performance over the five-year vesting period reflecting long term performance of the award that is eligible for vesting based on Company performance does not vest in any fiscal year, such tranche may vest in future years, subject to satisfaction of the prescribed cumulative performance measure.Company.

Performance-based restricted stock units granted to our named executive officers are eligible toRSUs vest over five years, with 20% eligible to vestvesting on each of the second and third anniversaries of the grant date, and 30% on each of the fourth and fifth anniversaries, in each case subject to the performance measures being satisfied and continued employment.

Time-vested restricted stock units are awarded to executives as a match upon an executive’s election to receive a portion the executive’s short-term performance-based incentive compensation in Common Stock, rather than cash, and as deemed appropriate by the Compensation Committee. Such awards typically vest after three years.

Equity Award Mechanics

Equity awards are dated effective the date of grant unless the grant occurs before the hire or other relevant effective date, in which case, the later date applies.

In connection with the payment to stockholders of extraordinary cash dividends on September 7, 2012 and December 26, 2012, pursuant to the terms of our equity plan, we equitably adjusted (i) the number of shares available for grant under the 2011 Stock Option and Performance Incentive Plan (2011 Plan) as well as (ii) outstanding awards under the 1993 Stock Option and Performance Incentive Plan (1993 Plan) and the 2011 Plan (which, in the case of options, included adjustments to both the number of shares of Common Stock covered by the option as well as the exercise price).

CEO Equity Award Determination

Beginning with the 2010 fiscal year, the Compensation Committee implemented an annual process in which Mr. Wexner’s equity grant would be a “split grant” delivered in two parts—one in March at the same time other senior executives receive equity grants, and one in the following January when Mr. Wexner’s and company performance can be substantially determined for the fiscal year. Mr. Wexner’s total annual equity grant value, including both the March and January grants, is targeted at 4.0 times his base salary, and the value can range between 1.6 times to 8.0 times his base salary, depending on individual and Company performance.

The total value of the equity compensation awarded to Mr. Wexner is based on pre-established Company and individual performance factors described below and is designed to further align with stockholder interests. The Compensation Committee seeks to ensure that the objective performance measures for both the March and January performance-based restricted stock units satisfy the requirements for tax deductibility under Code Section 162(m) while the performance considerations described below determine the size of the overall grant.

The table below outlines the split of Mr. Wexner’s equity grant and its timing of delivery:

		Award Guideline as a Multiple of Base Salary		Award Structure		Considerations
March		1.6		•    75% Performance-based RSUs •    25% Stock Options Each of the above vests over five years		•    A “baseline award”. •    Below market competitiveness. •    Performance metric designed to provide incentive to maximize operating income and outperform other retailing companies.
January		0 to 6.4		•    75% Performance-based RSUs •    25% Stock Options •    Each of the above vests over five years		•    Size of the award determined based on qualitative as well as financial measurements. •    Target value is 2.4 times base salary based on performance at the “Meets Objectives” level. When combined with the March grant, total value at target is 4.0 times base salary. •    Performance metric designed to provide incentive to maximize operating income and outperform other retailing companies.

The composition of each award—March and January—is described further below.

March 2012 Award

The value of the March equity grant is set below the competitive market at a value of approximately 1.6 times Mr. Wexner’s base salary. This grant is intended to provide a baseline award. The Compensation Committee awarded Mr. Wexner an equity grant in March 2012 with a value of $2.8 million. This award was delivered 75% in the form of performance-based restricted stock units and 25% in the form of stock options.

The performance measure applicable to Mr. Wexner’s restricted stock unit grant requires that the Company’s cumulative adjusted operating income, as a percentage of cumulative sales, must be in the top one-third of the S&P Retailing Index (also determined on a cumulative and adjusted basis) beginning with the year of the award through the fiscal year immediately preceding each vest date. The outcome of such performance measure will be subject to review by an independent registered public accounting firm. To the extent any tranche of the award that is eligible for performance-based vesting based on Company performance does not vest in any fiscal year, such tranche may vest in future years, subject to satisfaction of the prescribedcumulative performance measure.

Performance-based restricted stock units are eligible The cumulative performance metric requires any performance shortfall in any period to vest over five years, with 20% eligiblebe made up on a cumulative basis in any subsequent periods for any vesting tranche to vest onbe earned. If the second and third anniversariescumulative performance metric is not met at the end of the grant date, and 30% onfive-year performance period, all unvested performance-based RSUs will be forfeited.

Equity awards are effective the fourth and fifth anniversaries, in each case subject to the performance measures being satisfied and continued employment. Stock options vest on the same five year schedule as restricted stock units and are also subject to continued employment.

January 2013 Award

The January equity grant is intended to recognize financial, strategic and operational performance for the fiscal year with a value ranging from zero to a multiple of 6.4 times Mr. Wexner’s base salary, as determined by the Compensation Committee based on the performance considerations outlined below. These objectives were

established as a component of management’s and Mr. Wexner’s annual performance scorecard. As the fiscal year draws to a close, the Compensation Committee carefully and thoroughly assesses both Mr. Wexner’s performance and the Company’s performance, considering these objectives, and if deemed appropriate following such assessment, awards Mr. Wexner a performance-based equity grant in January.

The range in values for the January grant, if any, is determined based on a benchmark of equity grant values of CEOs in our peer group. The toplater of the range (a multiple of 6.4 times base salary) has been strategically positioned so that if all qualitative, objective and financial performance targets for the year are exceeded, Mr. Wexner’s equity grant value would be at the top of our peer competitors. Conversely, if performance is below targeted levels, Mr. Wexner’s equity grant value would be below the median of the peer group. At the “Meets Objectives” level Mr. Wexner’s equity award would generally reflect the median of our peers. Factors other than performance against financial targets are considered by the Compensation Committee in determining the size of Mr. Wexner’s long-term equity grant. Such factors include leadership talent development, the identification and development of new business opportunities, and success in fostering a productive culture. These non-financial performance factors are used to adjust the base provided by financial performance to determine the size of the grant. In addition, once the size ofdate the grant is determined,approved or the Compensation Committee imposes rigorous performance metrics that the Company must achieve over the vesting period in order for Mr. Wexner to vest in the grant.date of hire or other relevant effective date.

Performance Considerations		Value of January  Equity Grant
Income, strategic business and personal objectives not met		No equity grant
Income objectives met at target for both the spring and fall seasons, achievement of strategic business objectives, personal, leadership development and recruiting and retention objectives met		2.4 times base salary
Income objectives exceeded for both the spring and fall seasons, strategic business objectives exceeded, personal, leadership development and recruiting and retention objectives exceeded		Up to 6.4 times base salary

In January 2013, the Compensation Committee awarded Mr. Wexner an equity grant with a reported value of $8.5 million based on the performance of the Company and his role and leadership in its accomplishments for the current fiscal year (with no particular weighting or formula), including:

Maximizing the profitability of our core brands through increased sales, careful inventory management and improved execution;

Expansion of company owned operations outside the United States;

Accomplishment of talent and cultural objectives;

Implementation of infrastructure and systems to enhance productivity and enable future growth; and

Optimization of capital structure.

The January award was delivered 75% in the form of performance-based restricted stock units and 25% in the form of stock options. The performance measure applicable to Mr. Wexner’s January 2013 restricted stock unit grant is similar to the measure described above for Mr. Wexner’s March award beginning with the 2013 fiscal year.

As previously noted, the largest component of Mr. Wexner’s compensation is long-term performance-based equity that vests over time, assuming performance conditions are met, and, therefore, is not realizable on an annual basis. Further, the ultimate value, if any, is dependent on future performance.

Retirement and Other Post-Employment Benefits

The Compensation Committee has determined that, in addition to short-Retirement and long-term compensation, it is important to provide our named executive officers with competitiveother post-employment benefits. Post-employment benefits consist of two main types—qualified and non-qualified defined contribution retirement plan benefits and termination benefits.

Qualified Defined Contribution Retirement plan benefits and termination benefits are important components in a well-structured named executive officer compensation package, and the Compensation Committee seeks to ensure that the combined package is competitive at the time the package is negotiated with each named executive officer.

Retirement Plan Benefits

The Company sponsors both a tax-qualified defined contribution retirement plan and an unfunded non-qualified defined contribution supplemental retirement plan. Participation in the qualified plan is available to all associates who meet certain age and service requirements. Participation in the non-qualified plan is made available to associates who meet certain age, service, job level and compensation requirements. Our named executive officers participate in both plans.

The qualified plan permits participating associates to elect contributionsAssociates can contribute up to the maximum limitsamounts allowable under the Code.Internal Revenue Code of 1986 (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 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 in a trust or otherwise 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.

TheAssociates can contribute to the non-qualified plan permits participating associates to elect contributions up to a maximum percentage of eligible compensation. The Company matches associates’ contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible compensation and years of service. These Company contributions are taxable for Medicare and certain local taxes. The Company provides reimbursement payments to all plan participants, including the named executive officers, to offset this liability. Payments are not grossed up and are taxable to the participant. The value of this benefit, to the extent utilized by our named executive officers, is disclosed below in footnote (6) to the 2012 Summary Compensation Table.

The plan also permits participating associates to defer additional compensation up to a maximum amount which the Company does not match.

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. Associates generally may elect in-service distributions for the unmatched deferred compensation component only. The remaining vested portion of associates’ accounts in the plan will be distributed upon termination of employment in either a lump sum or in equal annual installments with interest over a period of up to 10 years, as elected by the associate.

Associates’ accounts are credited with interest using a rate determined annually based on the long-term Applicable Federal Rate published by the Internal Revenue Service. In general, the rate is set at what is considered “above market” as defined by SEC guidelines. This rate is appropriate based on the fact that unfunded associate contributions to the plan reduce the borrowing needs of the Company, and this rate is lower than the interest rate which the Company would pay to borrow long-term debt.

Termination Benefits: Severance Agreements and Change in Control Agreements

The Compensation Committee believes thatWe have entered into severance and change in control arrangements have value as partagreements with our NEOs other than Mr. Wexner. See “Retirement and Other Post-Employment Benefits—Estimated Post-Employment Payments and Benefits” for a description of a comprehensive compensation philosophy. For example, severance agreements provide protection for prospective executives who may forego significant bonuses and equity awards at the companies they are leaving

or who face relocation expenses and family disruption. Generally, executives are not willing to accept such risks and costs without protectionestimated benefits in the event their employment is terminated due to unanticipated changes,certain termination situations, including a change in control. Additionally, executives often lookOn February 12, 2016 the Company announced the resignation of Sharen Jester Turney as President and CEO of Victoria’s Secret. Ms. Turney will be entitled to severance agreements to provide protection for lost professional opportunities incertain payments and benefits under the eventterms of her employment agreement as described under “Retirement and Other Post-Employment Benefits—Estimated Post-Employment Payments and Benefits.”

Upon a change in control, 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. It is the Company’s policy not to enter into any new arrangements providing for change in control excise tax gross-up payments.

Perquisites

We provide our NEOs with minimal perquisites that the Compensation Committee has determined are reasonable and consequently assignin the best interests of the Company and its stockholders. These perquisites include the reimbursement of financial planning costs of up to $9,500 and for Ms. Turney, payment of life insurance policy premiums.

CEO Compensation

Overview of CEO Pay

Mr. Wexner is a recognized unique talent: an innovator and leader in the retail industry. His long record of success in leading the Company is unmatched in scope and duration by any other retailer. In November 2015, Mr. Wexner was recognized by the Harvard Business Review as the best-performing CEO in the world based on total shareholder return during his tenure as our founder and CEO. The Compensation Committee has determined that his extraordinary contributions as the Company’s CEO deserve to be fully reflected in his compensation.

The Company’s performance, including significant increases in sales, operating income and adjusted earnings per share in fiscal 2015 over fiscal 2014, is reflected in Mr. Wexner’s short-term and long-term performance-based incentive compensation for fiscal 2015. The increase year over year from fiscal 2014 to 2015 is linked to an increase to Mr. Wexner’s base salary, an increase to his target short term performance-based incentive compensation, as well as performance that exceeded our stretch goals. The increases to Mr. Wexner’s base salary and target short term performance-based incentive compensation were made by the Compensation Committee in accordance with the Compensation Committee’s belief that Mr. Wexner should be rewarded for his continued ability to drive performance, growth and shareholder returns.

CEO Stock Award Determination Overview

Beginning with fiscal 2010, the Compensation Committee implemented an annual process in which Mr. Wexner’s stock grant would be a “split grant” delivered in two parts—one in the Spring at the same time other senior executives receive stock grants, and one near the end of the Fall season when Mr. Wexner’s and the Company’s performance can be substantially determined for the fiscal year.

Spring 2015 Award

The value of the Spring stock award is set below the competitive market to provide a baseline award while imposing a performance requirement for the award to be earned. The Compensation Committee granted Mr. Wexner a stock award in Spring 2015 with a reported value of $2.9 million.

Fall 2015 Award

As the fiscal year draws to a close, the Compensation Committee assesses both Mr. Wexner’s and the Company’s performance, and if deemed appropriate, grants Mr. Wexner a performance-based stock award in January. This Fall stock award is intended to recognize financial, strategic and operational performance for the fiscal year and incent future performance.

For fiscal 2015, the Compensation Committee set the Fall stock award value range from zero at minimum, to $7.3 million at target and $17.8 million at maximum.

The range was set in recognition of Mr. Wexner’s standing as a top-performing CEO and in consideration of a benchmark of stock award values for CEOs in our peer group. The Compensation Committee also considered the importance of Mr. Wexner’s experience and leadership to the Company’s outstanding performance, including the delivery of high total shareholder return, which has increased at a much more rapid rate than his compensation.

The top of the range has been strategically positioned so that if all qualitative, objective and financial performance targets for the year are exceeded, and if the Company is among the highest performing of our peer companies, Mr. Wexner’s stock award value would be among the top of our peer group.

Conversely, if performance is below targeted levels, Mr. Wexner’s stock award value would be correspondingly lower or there would be no Fall stock award.

In addition to performance against pre-established financial targets, the Compensation Committee considers factors such as leadership talent development, the identification and development of new business opportunities, and success in fostering a high performance culture, in determining the size of Mr. Wexner’s Fall stock award. Once the size of the grant is determined, the Compensation Committee imposes a performance metric that the Company must achieve over the vesting period in order for Mr. Wexner to vest in the award.

In January 2016, the Compensation Committee granted Mr. Wexner a fiscal 2015 stock award with a reported value of $14.1 million based on the performance of the Company and his role and leadership in its accomplishments for the current fiscal year, including:

•

Increasing sales 6%, operating income 12%, adjusted net income1 14% and adjusted earnings per share1 14%;

Growth of the business in North America through compelling merchandise assortments, marketing and store and online experiences for our customers;

Management of fundamentals including controlling inventory, expenses and capital with discipline, faster execution and expense leverage;

Expansion of operations outside the United States and Canada including 149 new company-owned and franchised stores;

Accomplishment of talent and cultural objectives;

Optimization of capital structure, allowing the Company to pay cash out to shareholders, while maintaining a strong credit profile among lenders, landlords and suppliers; and

Return of value to them.stockholders that is the best among our peer companies, including annualized total shareholder returns of 19%, 30% and 35% over one, three and five years, respectively.

Both the Spring and Fall awards are delivered 75% in the form of performance-based RSUs and 25% in the form of stock options. Mr. Wexner’s RSU awards are subject to the same performance and vesting requirement as those of our other NEOs. The performance-based RSUs and stock options vest over five years, with 20% vesting on each of the second and third anniversaries of the grant date, and 30% on each of the fourth and fifth anniversaries. Performance-based RSUs must be earned based on achievement of adjusted operating income, as a percentage of cumulative sales, in the top one-third of the S&P Retailing Index (also determined on a cumulative and adjusted basis).

1	The reconciliation of such measure to the comparable figure determined in accordance with GAAP is included on page 23 of the Company’s 2015 Annual Report on Form 10-K.

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, consistent with the treatment for all stock plan participants under the terms of both our 19932015 Plan and our 2011 Plan,prior plan, all of Mr. Wexner’s unvested stock options and restricted stock unitsRSUs will become vestedvest upon death. Subject to the achievement of pre-established performance conditions, RSUs will continue to vest upon Mr. Wexner’s total disability. Upon retirement, or disability, restricted stock unitsRSUs will vest pro-rata based on the fraction of whole months worked from the grant date over the full vesting period (i.e., one-thirdone-fifth will vest if twelve full months are completed from the grant date for a grant that would otherwise vest 100% three years from the grant date).over five years), subject to achievement of pre-established performance conditions. In the event of a change in control, allunvested RSU awards granted under the 1993 Plan will become vested and awards granted under the 2011 Plan will become vestedvest if Mr. Wexner’s employment is terminated other than for cause within 24 months of the change in control.

We have entered into severance and change in control agreements with all of our named executive officers other than Mr. Wexner as noted above. The benefits payable under these arrangements in certain circumstances are disclosed below under the heading “Estimated Post-Employment Payments and Benefits.” These agreements generally provide that, if we fail to extend the executive’s agreement or terminate the executive’s employment without cause, or if the executive terminates his or her employment for good reason, the executive will continue to receive his or her base salary for one year after the termination date. If the executive agrees to a general release of claims against the Company, the executive will also be entitled to receive an additional year of salary continuation, the amount of incentive compensation that the executive would have otherwise received during the first year after termination and pro-rata vesting of unvested restricted stock units.

In connection with a change in control of Limited Brands, in the event that the executive’s employment is terminated either by us without cause or by the executive for good reason, subject to the executive’s execution of a general release of claims against us, the executive would be entitled to a severance benefit equal to two times the executive’s base salary, plus an amount equal to the sum of the executive’s four previous semi-annual payouts under our short-term performance-based incentive compensation plan, together with a pro-rata amount for the short-term incentive compensation performance period in which the executive’s employment terminated. In addition, awards granted under the 1993 Plan will become vested and awards granted under the 2011 Plan will become vested if the executive’s employment is terminated other than for cause within 24 months of the change in control. During fiscal 2011, Ms. Turney’s and Mr. Burgdoerfer’s employment agreements were amended to remove the provision for tax reimbursement payments in the event any “parachute” excise tax is imposed on payments made in connection with a change in control. Consequently, none of our named executive officers is entitled to a tax gross-up upon a change in control. It is the Company’s policy not to enter into any new arrangements providing for change in control excise tax gross-up payments.

Additional tabular disclosure of certain termination benefits is set forth below under the heading “Retirement and Other Post-Employment Benefits.”

CEO Perquisites

We provide our named executive officers with minimal perquisites that the Compensation Committee has determined are reasonable and in the best interests of the Company and its stockholders. These perquisites include the reimbursement of financial planning costs of up to $15,000 and payment of life insurance policy premiums for Ms. Turney. We do not provide “gross-up” payments in the event of a change in control.

The Board of Directors has approved a security program (the “Security Program”) that provides security services to Mr. Wexner and his family. These security measures areThe Security Program is required for the benefit of the Company and areis 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 business 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 or any executive officerNEO for personal purposes, he or she has reimbursed the Company based on the greater of the amount established by the IRSInternal Revenue Service (“IRS”) as reasonable for personal use or the aggregate incremental cost associated with the personal use of the corporate owned aircraft as determined by an independent, third party aircraft costing service.

Common Stock Ownership Guidelines

The Compensation Committee strongly encourages stock ownership of shares of Common Stock by the Company’s named executive officers. Our named executive officers are subject to minimum stockholding guidelines. Any individual promoted or hired into a position subject to these guidelines will have a five-year period in which to meet the stock ownership requirements. The stockholding requirements reflect the value of Common Stock held and can be met through direct or beneficial ownership of Common Stock, including shares of Common Stock held through the Company’s stock and retirement plans. In addition to aligning the interests of our named executive officers with those of our stockholders, the stock ownership guidelines promote a long-term focus and discourage inappropriate risk-taking.

The minimum guideline for the CEO is ownership of Common Stock with a value of five times his base salary. As the beneficial owner of 17.5% of the Company’s Common Stock, Mr. Wexner’s ownership far exceeds this minimum requirement.

The minimum guideline for the other named executive officers is ownership of Common Stock with a value of three times his or her base salary. All of the named executive officers have a beneficial ownership interest in shares of Common Stock with a value in excess of the ownership guidelines as of the end of the 2012 fiscal year.

In addition to stock ownership guidelines for executives, after four years of membership on the Board, members of our Board of Directors 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 or are on track to meet this requirement within four years of membership on the Board.

Recovery of Compensation Awards

We would seek to recover, under the relevant provisions of the Sarbanes-Oxley Act, previously awarded bonuses or equity-based compensation or profits in the event of a restatement of financial or other performance results.

Tax Deductibility

The Compensation Committee generally seeks to structure executive compensation in a tax efficient manner. The Limited Brands 2011 Cash Incentive Compensation Performance Plan and the 2011 Plan are intended to qualify payments under the Company’s performance-based cash incentive compensation program and equity-based incentive program, respectively, for tax deductibility under Code Section 162(m). The Compensation Committee has not elected to adopt a policy requiring all compensation to be tax deductible to maintain flexibility in structuring executive compensation to attract highly qualified executive talent and to further our business goals and compensation philosophy.

Compensation Governance

Compensation Committee

Our executive compensation program is overseen by the Compensation Committee of the Board.Committee. Compensation Committee members are appointed by our Board and meet the independence and other requirements of the NYSE and other applicable laws and regulations.requirements. Compensation Committee members are selected based on their knowledge and experience in compensation matters from both their professional rolesexperience and their roles on other boards.

As part of its self-evaluation process, the Compensation Committee considers prevailing best practices and compliance with the highest governance standards. During fiscal 2012,2015, the Compensation Committee also continued its work to enhance communicationengage with the full Board andto maximize its effectiveness. The role of the Compensation Committee and information about its meetings are set forth elsewhere in this proxy statement.

The Compensation Committee participated in the preparation of the Compensation Discussion and Analysisthis CD&A and recommended to the Board of Directors that the Compensation Discussion and Analysisit be included in this proxy statement.

The Compensation Committee, together with the Company, also evaluates the Company’s compensation structure from the perspective of enterprise risk. The Compensation Committee believes that the Company’s compensation structures are appropriate and do not incentivize inappropriate taking of business risks.

The Compensation Committee’s charter is available on our website at http://www.limitedbrands.com.www.lb.com.

Committee Meetings and Delegation

Company management, including the Executive Vice President of Human ResourcesChief Operating Officer and the Chief Financial Officer, attends Compensation Committee meetings along with the Senior Vice President of Talent Management and Total Rewards, who generally prepare theprepares meeting materials, for and attend Compensation Committee meetings, along with the Corporate Secretary, who records the minutes of the meeting, the General Counsel and the Chief Financial Officer.meeting. Management, including the CEO, dodoes 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 when it deems appropriate and in the best interests of the Company.Committee. In accordance with its charter, the Compensation Committee has delegated to our Executive Vice President of Human ResourcesChief Operating Officer, or his designee, the authority to make stock awards in accordance with the Company’s stock incentive plan with a value up to $400,000 in any year to any associate who is not a Section 16 officer of the Company or a senior leadership team member.

Independent Compensation Consultant

As permitted by its charter, the Compensation Committee retained Willis Towers Watson as its independent executive compensation consultant and has the sole authority to assist in its evaluation of CEOretain and terminate any independent executive officer compensation levels, severance arrangements and program design. consultant.

The Compensation Committee, considering recommendations from our management team, determines the work to be performed by the consultant. The consultant works with management to gather data required in preparing analyses for Compensation Committee review.

Specifically, the services the consultant provides the Compensation Committee with the following services, including but not limited to:include:

 

market trend information allowingAssisting in evaluation of CEO and other NEO compensation;

Informing the Compensation Committee to stay abreast of changing market practices;

 

dataConsulting on our executive compensation strategy and recommendations to enable the Compensation Committee to make informed decisions;program design;

 

program design assistance, including the January 2013 stock award for Mr. Wexner;

analysis on theAnalyzing alignment of pay and performance;

 

consultation onAssisting in the selection of our executive compensation strategy and peer group selection;group; and

 

assistanceAssisting in the preparation and review of this disclosure.

In additionWillis Towers Watson did not provide additional services to the services provided atCompany exceeding $120,000 during the request of the Compensation Committee, a separate division of Towers Watson provides a call center tracking system for which we pay quarterly software usage fees, aggregating less than $120,000 annually. The Compensation Committee has determined that the provision of this work by Towers Watson is not material and does not impair the independence and objectivity of advice provided to the Compensation Committee on executive compensation matters.fiscal year.

The Compensation Committee has the sole authority to retain and terminate any independent executive compensation consultant. To that end, it periodically evaluates the performance and independence of Willis Towers Watson. As part of itsWatson, specifically considering independence evaluation the Compensation Committee:

Requires that the Company regularly inform the Compensation Committee of all work provided or to be providedfactors identified by the consulting firm and its affiliates to the Company in addition to the executive compensation services provided to the Compensation Committee;

Reviews all bills rendered by theCommission. This evaluation includes a review of written representations from Willis Towers Watson to the Company for services provided to both the Company and the Compensation Committee, noting that such fees are insignificant relative to the firm’s total revenue;

Reviews Towers Watson’s conflict of interest policy;

Determines whether Towers Watson owns any Common Stock;

Assesses whether there are any business or personal relationships between Towers Watson (or its employees who provides services to the Compensation Committee) and the members of the Compensation Committee or the executive officers of the Company that may create a conflict of interest; and

Considers any other factors that may be relevant to determining whether Towers Watson is subject to a conflict of interest.

confirming their independence. Based on thisits evaluation, the Compensation 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 Committee regarding executive compensation matters.

Tax Deductibility

The Compensation Committee seeks to structure tax-efficient executive compensation. The 2015 ICPP and the 2015 Plan are intended to qualify short term cash incentive payments and long term equity incentive compensation for tax deductibility under Section 162(m) of the Code. To maintain flexibility in structuring executive compensation, the Compensation Committee has not adopted a policy requiring all compensation to be tax deductible.

Recovery of Compensation

Under the 2015 ICPP and the 2015 Plan, the Compensation 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 position, duties or responsibilities.

Tally Sheets

To assess the reasonableness of the compensation of our NEOs, the Compensation 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 and RSUs, the cost to the Company of all perquisites, benefits earned and accrued under the Company’s non-qualified deferred compensation plan and supplemental executive retirement plan, and potential payouts under several potential severance and change-in-control scenarios. Based on this review, the Compensation Committee concluded that compensation components individually and in aggregate are reasonable, encourage retention, incent performance and are in the best interests of the Company and its stockholders.

Conclusion

In summary, fiscal 20122015 was aanother year of continuedrecord-setting performance and returns to stockholders that outpaced our peers and the general market. Our ability to deliver strong financial performance and operationalprovide extraordinary returns to stockholders is a direct result of focused and disciplined execution by our NEOs. Their success is reflected in their compensation for fiscal 2015 demonstrating our commitment to delivering pay for performance.

The effectiveness of our compensation program at providing pay for performance over time is further validated by our Company. We continuefinancial performance over the last five years relative to deliver exceptional returnsthe increase in CEO pay. Since 2010, the average annual increase in adjusted sales, operating income, earnings per share and are committed to creating long-term value fortotal shareholder return exceeds the average increase in CEO compensation over the same time period. Our compensation program is aligned with our stockholders. As we have demonstratedperformance over time, providing incentives that are in the above disclosure,best interest of our pay levels and programs are highly aligned with the performance of the Company. Our expectations for outstanding performance were reflected in challenging performance targets that required significant growth in operating income over the record setting results we achieved in fiscal 2011 and when we deliver above target results, our executives receive above target compensation.stockholders.

Based on the above, we recommend stockholders vote “FOR” ourFOR the executive compensation program.

20122015 Summary Compensation Table

The following table sets forth information concerning total compensation earned by or paid to our Chief Executive Officer,CEO, Chief Financial Officer and our three other most highly compensated executive officersNEOs during the fiscal year ended February 2, 2013 (the “named executive officers”).January 30, 2016.

 

Name and Principal Position		Year				Salary ($)				Bonus ($)(1)				Stock Awards ($)(2)(3)				Option Awards ($)(2)(3)				Non-Equity Incentive Plan Compen- sation ($)(4)				Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)(5)				All Other Compen- sation ($)(6)				Total ($) (1)(2)(3) (4)(5)(6)				Year				Salary ($)				Bonus ($)(1)				Stock Awards ($)(2)(3)				Option Awards ($)(2)(3)				Non-Equity Incentive Plan Compen- sation ($)(4)				Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)(5)				All Other Compen- sation ($)(6)				Total ($) (1)(2)(3) (4)(5)(6)
Leslie H. Wexner			2012			$	1,924,000			$	0			$	8,605,824			$	2,681,763			$	4,970,885			$	372,927			$	677,571			$	19,232,970				2015			$	1,985,385			$	0			$	13,005,048			$	3,998,333			$	6,749,600			$	498,794			$	930,940			$	27,168,100
Chairman of the Board, CEO			2011			$	1,924,000				0				8,822,133				2,596,103				4,899,158				339,918				649,172				19,230,484				2014				1,924,000				0				11,174,435				3,410,577				6,342,273				448,922				793,829				24,094,036
			2010				1,924,000				0				8,658,055				2,988,313				6,302,351				323,871				311,900				20,508,490				2013				1,924,000				0				7,509,032				2,256,513				2,839,670				410,405				936,302				15,875,922
Sharen J. Turney			2012				1,380,769				0				19,721,938				1,161,964				2,428,272				207,645				717,109				25,617,697				2015				1,488,846				0				5,618,477				534,079				4,714,800				305,512				670,568				13,332,282
CEO/President, Victoria’s Secret			2011				1,290,385				0				3,266,112				1,075,458				3,051,568				181,168				730,224				9,594,915				2014				1,442,000				0				3,397,860				675,438				4,636,838				267,668				493,062				10,912,866
			2010				1,250,000				0				870,856				299,939				3,998,400				163,204				485,799				7,068,198				2013				1,433,923				0				3,342,816				775,527				1,427,580				235,835				578,653				7,794,334
Charles C. McGuigan(7)			2012				940,385				0				4,375,812				450,553				1,752,988				45,755				387,911				7,953,404				2015				1,197,788				0				4,060,166				254,325				2,876,250				79,210				391,404				8,859,143
CEO/President, Mast Global			2011				891,923				0				2,027,810				638,175				1,800,018				31,624				347,252				5,736,802
Chief Operating Officer, CEO/President, Mast Global																																							2014				978,500				0				2,259,482				261,901				2,257,869				66,695				315,018				6,139,465
																																							2013				973,019				0				3,055,714				300,715				988,128				57,036				385,589				5,760,201
Nicholas Coe(7) CEO/President, Bath & Body Works			2012				820,192				0				2,064,235				195,622				1,679,420				748				54,516				4,814,733
Nicholas Coe																																							2015				985,577				0				3,178,121				203,455				3,200,000				19,137				346,684				7,932,974
CEO/President, Bath & Body Works																																							2014				925,000				0				2,075,856				247,587				2,373,735				10,815				274,511				5,907,504
																																							2013				905,769				0				5,309,728				284,272				1,230,639				4,111				227,160				7,961,679
Stuart B. Burgdoerfer			2012				790,385				0				3,093,531				379,407				1,359,800				25,621				312,913				5,961,657				2015				847,262				0				2,710,253				173,503				1,962,293				49,375				309,802				6,052,487
Executive Vice President, Chief Financial Officer			2011				745,192				0				1,076,722				354,534				1,238,760				18,119				313,011				3,746,338				2014				824,000				0				1,849,186				220,550				1,833,458				40,300				262,535				5,030,029
			2010				725,000				0				548,145				173,964				1,492,761				11,708				232,541				3,184,119				2013				819,385				0				1,091,541				253,235				800,104				33,226				295,408				3,292,899

 

(1)	Performance-based incentive compensation bonuses are disclosed in this table under the Non-Equity Incentive Plan Compensation column. None of our named executive officersNEOs received a nonperformance-based award in fiscal 2012.2015.

 

(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”) Topic 718 Compensation—Stock Compensation, for each award. Stock options are valued using the Black-Scholes option pricing model. See Note 2018 to the Company’s financial statements filed in Limited Brands’ 2012the Company’s 2015 Annual Report on Form 10-K for the related assumptions for stock options granted during the 2012, 2011fiscal 2015, 2014 and 2010 fiscal years2013 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 named executive officerNEO under the Company’s amended2011 Stock Option and restated 1993Performance Incentive Plan (the “2011 Plan”) and the 20112015 Plan. Awards are long-termlong term compensation vestingand generally vest over periods from three to five years and are not realizable on an annual basis.

(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 operating income results. The following table illustrates the amount of the compensation which is paid in cash stock and voluntarily deferred:

 

		Paid in Cash ($)				Paid in Stock ($)				Deferred Cash ($)				Deferred Stock ($)				Total ($)				Paid in Cash ($)				Deferred Cash ($)				Total ($)
Mr. Wexner		$	4,889,884			$	0			$	81,001			$	0			$	4,970,885			$	6,547,112			$	202,488			$	6,749,600
Ms. Turney			2,355,424				0				72,848				0				2,428,272				4,571,510				143,290				4,714,800
Mr. McGuigan			1,698,952				0				54,036				0				1,752,988				2,790,701				85,549				2,876,250
Mr. Coe			1,630,389				0				49,031				0				1,679,420				3,101,412				98,588				3,200,000
Mr. Burgdoerfer			1,317,994				0				41,806				0				1,359,800				1,898,854				63,439				1,962,293

 

(5)

Limited BrandsThe Company does not sponsor any tax-qualified or non-qualifieda defined benefit retirement plans.plan (tax-qualified or non-qualified). For fiscal 2011,2015, the amounts shown represent the amount by which earnings at a rate equivalent to 5.55% compounded monthly on each named executive officer’sNEO’s non-qualified deferred compensation accountplan balance exceedsexceed 120% of the applicable federal long-termlong term rate.

 

(6)	The following table details all other compensation paid to each named executive officerNEO during our last fiscal year:

 

		Financial planning services provided to executive ($)				Life insurance premiums paid on executive’s behalf ($)				Cash payout of fractional shares due to special dividend stock award adjustment ($)				Company contributions to the executive’s qualified and non-qualified retirement plan account ($)(a)				Total ($)
Mr. Wexner		$	0			$	0			$	798			$	676,773			$	677,571
Ms. Turney			9,500				7,730				483				699,396				717,109
Mr. McGuigan			3,391				0				462				384,058				387,911
Mr. Coe			0				0				115				54,401				54,516
Mr. Burgdoerfer			9,500				0				427				302,986				312,913

(a)

Includes payment to offset Medicare and certain local taxes on the Company’s contributions to the non-qualified retirement plan account in the amount of $25,872, $29,785, $13,938, $1,091 and $10,783 for Mr. Wexner, Ms. Turney, Messrs. McGuigan, Coe and Burgdoerfer, respectively. These payments are fully taxable to the named executive officer and are not grossed-up.

(7)	Mr. McGuigan was not a named executive officer for fiscal 2010 and Mr. Coe was not a named executive officer for fiscal 2010 or fiscal 2011, therefore their compensation is not disclosed for those years.

		Financial planning services provided to executive ($)				Life insurance premiums and related tax paid on executive’s behalf ($)				Cash payout of fractional shares due to special dividend stock award adjustment ($)				Company contributions to the executive’s qualified and non-qualified retirement plan account ($)				Total ($)
Mr. Wexner		$	0			$	0			$	805			$	930,135			$	930,940
Ms. Turney			9,500				14,919				607				645,542				670,568
Mr. McGuigan			3,410				0				718				387,276				391,404
Mr. Coe			0				0				380				346,304				346,684
Mr. Burgdoerfer			9,500				0				391				299,911				309,802

Grants of Plan-Based Awards for Fiscal 20122015

The following table provides information relating to plan-based awards and opportunities granted to the named executive officersNEOs during the fiscal year ended February 2, 2013.January 30, 2016.

 

Name		Grant Date				Threshold ($)				Estimated Future  Payouts Under Non-Equity Incentive Plan Awards(1)								Estimated Future Payouts Under Equity Incentive Plan Awards(1)												All Other Stock Awards: Number of Shares of Stock or Units (#)(3)				All Other Option Awards: Number of Securities Underlying Options (#)(4)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(5)				Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)								All Other Stock Awards: Number of Shares of Stock or Units (#)(3)				All Other Option Awards: Number of Securities Underlying Options (#)(4)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(5)
									Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)																Threshold ($)								Target ($)				Maximum ($)				Threshold (#)		Target (#)				Maximum (#)
Leslie H. Wexner			3/30/2012																0				0				0				0				52,113			$	44.30			$	728,019				4/2/2015																												25,693			$	93.41			$	691,912
			3/30/2012																				52,113												0				0				2,100,717				4/2/2015																		25,693																		2,179,280
			1/31/2013																0				0				0				0				151,500				48.02				1,953,744				1/27/2016																												127,700				93.97				3,306,421
			1/31/2013																				151,500																				6,505,107				1/27/2016																		127,700																		10,825,768
						$	731,120			$	3,655,600			$	7,311,200																																			$	880,000			$	4,400,000			$	8,800,000
Sharen J. Turney			3/30/2012																0				0				0				0				82,950				44.30				1,161,964				4/2/2015																												42,153				93.41				534,079
			3/30/2012																				82,952												0				0				3,343,861				4/2/2015																		24,087																		2,043,059
			3/30/2012																				406,295												0				0				16,378,077				4/2/2015																		42,153																		3,575,417
							504,000				2,520,000				5,040,000																																				600,000				3,000,000				6,000,000
Charles C. McGuigan			3/2/2012																0				0				0				1,350												53,890				3/9/2015																								1,032												87,452
			3/30/2012																0				0				0				0				32,164				44.30				450,553				4/2/2015																												20,073				93.41				254,325
			3/30/2012																0				32,164				0								0				0				1,296,556				4/2/2015																		26,764																		2,270,122
			3/30/2012																0				75,051				0								0				0				3,025,366				4/2/2015																		20,073																		1,702,592
							237,500				1,187,500				2,375,000																																				375,000				1,875,000				3,750,000
Nicholas Coe			3/30/2012																0				0				0				0				13,965				44.30				195,622				4/2/2015																												16,058				93.41				203,455
			3/30/2012																0				13,966				0								0				0				562,980				4/2/2015																		21,411																		1,816,081
			3/30/2012																0				37,242				0								0				0				1,501,255				4/2/2015																		16,058																		1,362,040
							181,500				907,500				1,815,000																																				320,000				1,600,000				3,200,000
Stuart B. Burgdoerfer			3/30/2012																0				0				0				0				27,085				44.30				379,407				4/2/2015																												13,694				93.41				173,503
			3/30/2012																				27,085												0				0				1,091,818				4/2/2015																		18,259																		1,548,728
			3/30/2012																				49,657												0				0				2,001,713				4/2/2015																		13,694																		1,161,525
							200,000				1,000,000				2,000,000																																				255,840				1,279,200				2,558,400

 

(1)

Non-Equity Incentive Plan Awards represent the Threshold, Target and Maximum opportunities under the Company’s 2011 Cash Incentive Compensation Performance Plan2015 ICPP for the 20122015 Spring and Fall seasons. The actual amount earned under this plan is disclosed in the 20122015 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

 

(2)

Equity Incentive Plan Awards represent the Target payment of performance-based RSUs for fiscal 2015. No amount is disclosed for Threshold Target and Maximum paymentssince the number of performance-based restricted stock units for the 2012 fiscal year.RSUs earned does not fluctuate based on performance. Units are earned at target, or not at all.

Stock Awards granted on March 30, 2012April 2, 2015 are subject to the Company’s achievement of operating income as a percentage of sales ranking in the top 1/3one third of the S&P Retailing Index in each of the 2012, 2013, 2014,fiscal 2015, 2016, 2017, 2018 and 2016 fiscal years,2019, determined on a cumulative basis. Stock Awards granted to Mr. Wexner on January 31, 201327, 2016 are subject to the Company’s achievement of operating income as a percentage of sales ranking in the top 1/3one third of the S&P Retailing Index in each of the 2013, 2014, 2015,fiscal 2016, 2017, 2018, 2019 and 2017 fiscal years,2020, determined on a cumulative basis. If the performance condition is met, the restricted stock unitsRSUs will vest 20% on the second and third anniversaries of the grant date and 30% on the fourth and fifth anniversaries of the grant date, subject to continued employment.

 

(3)	Stock Awards were granted pursuant to the Company’s amended and restated 2011 Plan and 2015 Plan.

The Stock Award granted on March 2, 20129, 2015 to Mr. McGuigan represents an awardwas made in connection with his election to receive a portion of his cash-based incentive compensation bonus in shares of Common Stock. TheThis award was made based on the Fall 20112014 bonus paid on March 2, 2012.9, 2015. This award vests 100% three years from the grant date, dependent on Mr. McGuigan retaining the stock paid in lieu of cash. This program was eliminated in 2015.

In each case, the vesting of these awards is subject to continued employment.

Dividends are not paid or accrued on stock awards or stock units until such shares vest.

 

(4)	Option Awards were granted pursuant to the Company’s amended and restated 2011 Plan and 2015 Plan. Option grant dates were established on the date the grants were approved by the Compensation Committee of the Board and the exercise price is the closing price of Common Stock on the grant date.

Option Awards vest 20% on the second and third anniversaries of the grant date and 30% on the fourth and fifth anniversaries of the grant date.

In each case, the vesting of these awards is subject to continued employment.

 

(5)

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 Black-Scholes option pricing model with the following weighted average assumptions as set forth in the Company’s financial statements filed in Limited Brands’the Company’s 2015 Annual Report on Form 10-K for the 2012 fiscal year:10-K: dividend yield of 2.7%, volatility of 47%26%, risk free interest rate of 1.0%1.1% and expected life of 4.84.5 years. Restricted stock unitsRSUs are valued based on the fair market value of a share of Common Stock on the date of grant, adjusted for anticipated dividend yields.

Outstanding Equity Awards at Fiscal Year-End for Fiscal 20122015

The following table provides information relating to outstanding equity awards granted to the named executive officersNEOs as of fiscal year end, February 2, 2013.January 30, 2016.

 

		Option Awards																								Restricted Stock Awards																				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 ($)				Option Expiration Date				Grant Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)(24)				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 ($)(23)				Grant Date				Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				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 ($)(24)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(26)
Leslie H. Wexner			2/2/2004				503,770				0				0				13.39				2/2/2014																								3/31/2006				113,998				0				0				17.70				3/31/2016
																																															3/30/2007				147,163				0				0				18.86				3/30/2017
																																															3/31/2008				233,214				0				0				12.37				3/31/2018
																																															3/31/2009				375,334				0				0				6.30				3/31/2019
																																															3/31/2010				124,575				0				0				18.53				3/31/2020
																																															1/27/2011				297,896				0				0				24.22				1/27/2021
																																															3/31/2011				85,264				0				0				27.08				3/31/2021
																																															1/26/2012				138,031				59,158	(1)			0				36.59				1/26/2022
			3/31/2005				438,131				0				0				18.30				3/31/2015																								3/30/2012				21,693				32,545	(2)			0				42.57				3/30/2022
			3/31/2006				109,530				0				0				18.42				3/31/2016																								1/31/2013				31,535				126,146	(3)			0				46.14				1/31/2023
			3/30/2007				141,395				0				0				19.63				3/30/2017																								3/29/2013				10,760				43,046	(4)			0				42.91				3/29/2023
			3/31/2008				224,072				0				0				12.88				3/31/2018																								1/30/2014				24,241				96,969	(5)			0				50.60				1/30/2024
			3/31/2009				360,620				0				0				6.55				3/31/2019																								3/31/2014				0				41,563	(6)			0				55.55				3/31/2024
			3/31/2010				79,793				39,899	(1)			0				19.29				3/31/2020																								1/28/2015				0				121,549	(7)			0				83.10				1/28/2025
			1/27/2011				57,240				228,978	(2)			0				25.21				1/27/2021																								4/2/2015				0				25,693	(8)			0				93.41				4/2/2025
			3/31/2011				27,305				54,617	(3)			0				28.18				3/31/2021																								1/27/2016				0				127,700	(9)			0				93.97				1/27/2026
			1/26/2012				0				189,459	(4)			0				38.08				1/26/2022																																																1/26/2012				0				0				118,315	(10)			11,375,987
			3/30/2012				0				52,113	(5)			0				44.30				3/30/2022																																																3/30/2012				0				0				32,545	(11)			3,129,202
			1/31/2013				0				151,500	(6)			0				48.02				1/31/2023																																																1/31/2013				0				0				126,146	(12)			12,128,938
																											3/31/2010				119,692	(9)			5,655,447				0				0																												3/29/2013				0				0				43,046	(13)			4,138,873
																											1/27/2011				228,968	(10)			10,818,738				0				0																												1/30/2014				0				0				121,210	(14)			11,654,342
																											3/31/2011				81,922	(11)			3,870,815				0				0																												3/31/2014				0				0				41,563	(15)			3,996,282
																											1/26/2012				0				0				189,459	(13)			8,951,938																												1/28/2015				0				0				121,549	(16)			11,686,936
																											3/30/2012				0				0				52,113	(14)			2,462,339																												4/2/2015				0				0				25,693	(17)			2,470,382
																											1/31/2013				0				0				151,500	(15)			7,158,375																												1/27/2016				0				0				127,700	(18)			12,278,355
Sharen J. Turney			3/31/2008				27,397				0				0				12.88				3/31/2018																								3/31/2009				3				0				0				6.30				3/31/2019
			3/31/2009				60,993				0				0				6.55				3/31/2019																								3/31/2010				5,392				0				0				18.53				3/31/2020
			3/31/2010				32,398				16,199	(1)			0				19.29				3/31/2020																								3/31/2011				7,380				37,811	(19)			0				27.08				3/31/2021
			3/31/2011				0				121,083	(7)			0				28.18				3/31/2021																								3/30/2012				0				51,800	(2)			0				42.57				3/30/2022
			3/30/2012				0				82,950	(5)			0				44.30				3/30/2022																								3/29/2013				0				70,573	(4)			0				42.91				3/29/2023
																											3/31/2008				796,596	(12)			37,639,161				0				0				3/31/2014				0				68,143	(6)			0				55.55				3/31/2024
																											3/31/2010				48,601	(9)			2,296,397				0				0				4/2/2015				0				42,153	(8)			0				93.41				4/2/2025
																											3/31/2011				121,085	(16)			5,721,266				0				0																												3/31/2011				37,810	(20)			3,635,432				0				0
																											3/30/2012				0				0				82,952	(14)			3,919,482																												3/30/2012				0				0				51,802	(11)			4,980,762
																											3/30/2012				0				0				406,295	(14)			19,197,439																												3/30/2012				0				0				253,724	(11)			24,395,563
Charles C. McGuigan			3/31/2010				0				3,889	(1)			0				19.29				3/31/2020
			3/31/2011				0				71,849	(7)			0				28.18				3/31/2021																																																3/29/2013				0				0				70,573	(13)			6,785,594
			3/30/2012				0				32,164	(5)			0				44.30				3/30/2022																																																3/31/2014				0				0				68,143	(15)			6,551,949
																											3/31/2010				11,673	(9)			551,549				0				0																												4/2/2015				0				0				42,153	(17)			4,053,011
																											9/3/2010				1,684	(18)			79,569				0				0																												4/2/2015				0				0				24,087	(17)			2,315,965
																											3/4/2011				1,876	(19)			88,641				0				0
																											3/31/2011				71,853	(16)			3,395,054				0				0
																											9/2/2011				1,267	(20)			59,866				0				0
																											3/2/2012				1,350	(21)			63,788				0				0
																											3/30/2012				0				0				32,164	(14)			1,519,749
																											3/30/2012				0				0				75,051	(14)			3,546,160

		Option Awards																								Restricted Stock Awards																				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 ($)				Option Expiration Date				Grant Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)(24)				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 ($)(23)				Grant Date				Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				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 ($)(24)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(26)
Charles C. McGuigan																																															3/31/2011				0				22,440	(19)			0				27.08				3/31/2021
																																															3/30/2012				0				20,087	(2)			0				42.57				3/30/2022
																																															3/29/2013				0				27,365	(4)			0				42.91				3/29/2023
																																															3/31/2014				0				26,422	(6)			0				55.55				3/31/2024
																																															4/2/2015				0				20,073	(8)			0				93.41				4/2/2025
																																																																							3/31/2011				22,437	(20)			2,157,318				0				0
																																																																							3/30/2012				0				0				20,086	(11)			1,931,269
																																																																							3/30/2012				0				0				46,869	(11)			4,506,454
																																																																							3/29/2013				0				0				27,365	(13)			2,631,145
																																																																							3/29/2013				0				0				36,486	(13)			3,508,129
																																																																							8/30/2013				609	(21)			58,555				0				0
																																																																							3/10/2014				463	(22)			44,517				0				0
																																																																							3/31/2014				0				0				26,422	(15)			2,540,475
																																																																							3/31/2014				0				0				17,615	(15)			1,693,682
																																																																							8/29/2014				680	(23)			65,382				0				0
																																																																							3/9/2015				1,032	(24)			99,227				0				0
																																																																							4/2/2015				0				0				20,073	(17)			1,930,019
																																																																							4/2/2015				0				0				26,764	(17)			2,573,359
Nicholas Coe			3/30/2012				0				13,965	(5)			0				44.30				3/30/2022																								3/30/2012				5,809				8,724	(2)			0				42.57				3/30/2022
																																															3/29/2013				6,466				25,868	(4)			0				42.91				3/29/2023
																																															3/31/2014				0				24,977	(6)			0				55.55				3/31/2024
																																															4/2/2015				0				16,058	(8)			0				93.41				4/2/2025
																																																																							7/4/2011				9,109	(25)			875,830				0				0
																																																																							3/30/2012				0				0				8,722	(11)			838,620
																																																																							3/30/2012				0				0				23,257	(11)			2,236,161
																																																																							3/29/2013				0				0				25,869	(13)			2,487,304
																																																																							3/29/2013				0				0				86,228	(13)			8,290,822
																																																																							3/31/2014				0				0				24,978	(15)			2,401,635
																											7/4/2011				29,169	(22)			1,378,235				0				0																												3/31/2014				0				0				16,652	(15)			1,601,090
																											3/30/2012				0				0				13,966	(14)			659,894																												4/2/2015				0				0				16,058	(17)			1,543,977
																											3/30/2012				0				0				37,242	(14)			1,759,685																												4/2/2015				0				0				21,411	(17)			2,058,668
Stuart B. Burgdoerfer			4/9/2007				4,143				0				0				20.23				4/9/2017																								3/31/2011				0				12,468	(19)			0				27.08				3/31/2021
			3/31/2008				10,550				0				0				12.88				3/31/2018																								3/30/2012				0				16,914	(2)			0				42.57				3/30/2022
			3/31/2009				35,338				0				0				6.55				3/31/2019																								3/29/2013				0				23,045	(4)			0				42.91				3/29/2023
			3/31/2010				9,393				9,395	(1)			0				19.29				3/31/2020																								3/31/2014				0				22,250	(6)			0				55.55				3/31/2024
			3/31/2011				0				39,915	(7)			0				28.18				3/31/2021																								4/2/2015				0				13,694	(8)			0				93.41				4/2/2025
			3/30/2012				0				27,085	(5)			0				44.30				3/30/2022																																																3/31/2011				12,464	(20)			1,198,414				0				0
																											3/5/2010				2,653	(17)			125,354				0				0																												3/30/2012				0				0				16,915	(11)			1,626,377
																											3/31/2010				28,189	(9)			1,331,930				0				0																												3/30/2012				0				0				31,011	(11)			2,981,708
																											3/31/2011				39,916	(16)			1,886,031				0				0																												3/29/2013				0				0				23,046	(13)			2,215,873
																											3/30/2012				0				0				27,085	(14)			1,279,766																												3/31/2014				0				0				22,250	(15)			2,139,338
																											3/30/2012				0				0				49,657	(14)			2,346,293																												3/31/2014				0				0				14,834	(15)			1,426,289
																																																																							4/2/2015				0				0				13,694	(17)			1,316,678
																																																																							4/2/2015				0				0				18,259	(17)			1,755,603

 

(1)	Options vest 100% on March 31, 2013.January 26, 2017.

 

(2)	Options vest 25%50% on January 27, 2014, 37.5%March 30, 2016 and 50% on January 27, 2015 and 37.5% on January 27, 2016.March 30, 2017.

 

(3)	Options vest 50%25% on MarchJanuary 31, 20132016, 37.5% on January 31, 2017 and 50%37.5% on MarchJanuary 31, 2014.2018.

 

(4)	Options vest 20%25% on January 26, 2014, 20%March 29, 2016, 37.5% on January 26, 2015, 30%March 29, 2017 and 37.5% on January 26, 2016 and 30% on January 26, 2017.March 29, 2018.

 

(5)	Options vest 20%25% on MarchJanuary 30, 2014, 20%2017, 37.5% on MarchJanuary 30, 2015, 30%2018 and 37.5% on MarchJanuary 30, 2016 and 30% on March 30, 2017.2019.

 

(6)	Options vest 20 % January 31, 2015, 20% on JanuaryMarch 31, 2016, 30%20% on JanuaryMarch 31, 2017, 30% on JanuaryMarch 31, 2018.2018 and 30% on March 31, 2019.

 

(7)	Options vest 20% on March 31, 2013,January 28, 2017, 20% on March 31, 2014,January 28, 2018, 30% on March 31, 2015January 28, 2019 and 30% on March 31, 2016.January 28, 2020.

 

(8)	Options vest 1/3rd20% on March 30, 2013, 1/3rdApril 2, 2017, 20% on March 30, 2014April 2, 2018, 30% on April 2, 2019 and 1/3rd30% on March 30, 2015.April 2, 2020.

 

(9)	SharesOptions vest 100%20% on March 31, 2013.January 27, 2018, 20% on January 27, 2019, 30% on January 27, 2020 and 30% on January 27, 2021.

 

(10)	Shares vest 20%50% vested on January 27, 2014, 30%26, 2016, subject to achievement of a performance condition. Remaining shares vest on January 27, 2015 and 30% on January 27, 2016.26, 2017, also subject to achievement of a performance condition.

 

(11)	Shares vest 100% on March 31, 2014.

(12)	Shares vest 1/3rd March 31, 2013, 1/3rd March 31, 2014, and 1/3rd March 31, 2015.

(13) Subject to achievement of a performance condition, shares vest 20% on January 26, 2014, 20% on January 26, 2015, 30% on January 26, 2016 and 30% on January 26, 2017.

(14)	Subject to achievement of a performance condition, shares vest 20% on March 30, 2014, 20% March 30, 2015, 30%50% on March 30, 2016 30%and 50% on March 30, 2017.

(12)	Subject to achievement of a performance condition, shares vest 25% on January 31, 2016, 37.5% on January 31, 2017 and 37.5% on January 31, 2018.

(13)	Subject to achievement of a performance condition, shares vest 25% on March 29, 2016, 37.5% on March 29, 2017 and 37.5% on March 29, 2018.

(14)	20% vested on January 30, 2016, subject to achievement of a performance condition. Remaining shares vest 20% on January 30, 2017, 30% on January 30, 2018 and 30% on January 30, 2019, also subject to achievement of a performance condition.

(15)	Subject to achievement of a performance condition, shares vest 20% on JanuaryMarch 31, 2015,2016, 20% on JanuaryMarch 31, 2016,2017, 30% on JanuaryMarch 31, 20172018 and 30% on JanuaryMarch 31, 2018.2019.

 

(16)	SharesSubject to achievement of a performance condition, shares vest 20% on March 31, 2013,January 28, 2017, 20% on March 31, 2014,January 28, 2018, 30% on March 31, 2015January 28, 2019 and 30% on March 31, 2016.January 28, 2020.

 

(17)	SharesSubject to achievement of a performance condition, shares vest 100%20% on March 5, 2013.April 2, 2017, 20% on April 2, 2018, 30% on April 2, 2019 and 30% on April 2, 2020.

 

(18)	SharesSubject to achievement of a performance condition, shares vest 100%20% on September 3, 2013.January 27, 2018, 20% on January 27, 2019, 30% on January 27, 2020 and 30% on January 27, 2021.

 

(19)	SharesOptions vest 100% on March 4, 2014.31, 2016.

 

(20)	Shares vest 100% on September 2, 2014.March 31, 2016.

 

(21)	Shares vest 100% on March 2, 2015.August 30, 2016.

 

(22)	Shares vest 20%100% on July 4, 2013, 20%March 10, 2017.

(23)	Shares vest 100% on July 4, 2014, 30%August 29, 2017.

(24)	Shares vest 100% on July 4, 2015, and 30%March 9, 2018.

(25)	Shares vest 100% on July 4, 2016.

 

(23)(26)

Market value based on the $47.25$96.15 fair market value of a share of Common Stock on the last trading day of the fiscal year (February 1, 2013)(January 29, 2016).

Option Exercises and Stock Vested Information for Fiscal 20122015

The following table provides information relating to Option Awards exercised and Restricted Stock UnitRSU Awards vested during the fiscal year ended February 2, 2013.January 30, 2016.

 

		Option Awards								Restricted Stock Awards								Option Awards								Restricted 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)				Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)(1)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)(2)
Leslie H. Wexner			991,035			$	32,025,405				390,084			$	18,740,059				0			$	0				181,946			$	16,609,564
Sharen J. Turney			0				0				659,044				31,634,112				107,801				6,507,999				433,657				40,221,597
Charles McGuigan			20,228				759,992				36,000				1,728,000
Charles C. McGuigan																			35,967				2,189,285				62,118				5,640,529
Nicholas Coe			0				0				0				0				0				0				47,791				4,217,749
Stuart B. Burgdoerfer			0				0				99,734				4,788,100				37,801				2,023,187				34,199				3,103,125

 

(1)

Option Award Value Realized is calculated based on the difference between (a) the sale price and the option exercise price for shares that were sold upon exercise and (b) the closing price on the day prior to the date of exercise and the option exercise price for shares that were held upon exercise.

 

(2)	Restricted Stock Award Value Realized is calculated based on the closing stock price on the date the restricted stock unitsRSUs vested.

Retirement and Other Post-Employment Benefits

Non-qualified Deferred Compensation for Fiscal 2012(1)2015⁽¹⁾

 

Name		Executive Contributions in Last FY ($)(2)				Registrant Contributions in Last FY ($)(3)				Aggregate Earnings in Last FY ($)(4)				Aggregate Withdrawals/ Distributions ($)(5)				Aggregate Balance at Last FYE ($)(6)				Executive Contributions in Last Fiscal Year ($)(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		$	0			$	635,573			$	1,034,873			$	0			$	19,804,938			$	257,846			$	914,015			$	1,364,202			$	0			$	26,707,109
Sharen J. Turney			118,572				644,283				928,100				0				14,792,942				474,607				618,822				1,162,088				0				24,629,989
Charles C. McGuigan			185,020				344,792				126,970				0				2,584,369				106,120				360,556				216,640				0				4,354,411
Nicholas Coe			24,751				49,502				2,077				0				76,330				109,794				323,614				52,340				0				1,181,160
Stuart B. Burgdoerfer			53,459				266,875				51,099				0				1,446,701				77,195				273,191				135,041				0				2,731,212

 

(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 20112015 Plan. Executive Contributions and related matching Registrant Contributions represent 20122015 calendar year deferrals and matchmatches on incentive compensation payments earned based on performance for the Fall 20112014 season, which was paid in March 2012,2015, and for the Spring 20122015 season, which was paid in September 2012.August 2015.

 

(2)	All of the contributions are reported in the 20122015 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 5five years of service or 8% for 5five 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 20122015 Summary Compensation Table.

 

(4)

Non-qualified deferred cash compensation balances earn a fixed rate of interest determined prior to the beginning of each year. For fiscal 2012, the rate was 5.55%. The portion of the earnings on deferred cash compensation that exceeds 120% of the applicable federal long-termlong term rate in the amount of $372,927, $207,645, $45,755, $748$498,794, $305,512, $79,210, $19,137 and $18,414$49,375 for Mr. Wexner, Ms. Turney and Messrs. McGuigan, Coe and Burgdoerfer, respectively, is disclosed in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the 20122015 Summary Compensation Table.

BalanceAmount includes dividends earned on deferred stock and restricted stock unitRSU balances in the amount of $351,886$326,511 for Ms. Turney. Dividends are reinvested into additional stock units based on the closing market price of the Company’s 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 20112015 Plan are unfunded.

 

(6)	Balance includes the value of deferred stock and restricted stock unitsRSUs at calendar year-end in the amount of $3,584,344$8,097,122 for Ms. Turney. Value is calculated based on a stock price of $47.25$96.15 per share of Common Stock on February 1, 2013.January 29, 2016.

Estimated Post-Employment Payments and Benefits

We have entered into certain agreements with our named executive officersNEOs that will require us to provide compensation in the event of a termination 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. Ms. Turney will be entitled to certain payments and benefits under the terms of her employment agreement.

The following tables set forth the expected benefitbenefits to be received by each named executive officerof the other NEOs in the event of his or her termination resulting from various scenarios, assuming a termination date of February 2, 2013January 30, 2016 and a stock price of $47.25,$96.15, the price of our Common Stock on February 1, 2013.January 29, 2016. Each scenario relates to the single termination event described and amounts are not cumulative in situations where multiple scenarios may apply.

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 w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Retirement ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Voluntary Resignation/ Retirement ($)
		Voluntary Resignation ($)				w/out     Release     ($)				& Signed     Release ($)											w/out      Release     ($)								& Signed      Release ($)
Base Salary		$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0			$	0
Bonus(2)			0				0				0				0				0				0				0				0				0				0				0				0				0
Gain of Accelerated Stock Options(3)			0				0				0				9,094,786				9,094,786				0				0				0				0				21,907,813				21,907,813				21,907,813				0
Value of Pro-rated or Accelerated Restricted Stock Units(3)			0				0				15,361,967				38,917,652				38,917,652				15,361,967				15,361,967
Value of Pro-rated or Accelerated RSUs(3)																															0				25,973,673				72,859,297				72,859,297				72,859,297				25,973,673
Benefits and Perquisites(4)			0				0				0				0				2,000,000				706,000				0				355,370				355,370				355,370				2,355,370				1,080,370				355,370
Tax Gross-Up			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Total		$	0			$	0			$	15,361,967			$	48,012,438			$	50,012,438			$	16,067,967			$	15,361,967			$	355,370			$	26,329,043			$	95,122,480			$	97,122,480			$	95,847,480			$	26,329,043
																																																				��

Sharen J. Turney

 

		Voluntary Resignation ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Retirement ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Voluntary Resignation/ Retirement ($)
						w/out     Release     ($)				& Signed     Release ($)															w/out     Release     ($)							& Signed     Release ($)
Base Salary		$	0			$	1,400,000			$	2,800,000			$	2,800,000			$	0			$	0			$	0			$	1,500,000			$	3,000,000			$	3,000,000			$	0			$	0			$	0
Bonus(2)			0				0				2,520,000				5,479,840				0				0				0				0				3,000,000				9,351,638				0				0				0
Gain of Accelerated Stock Options(3)			0				0				0				3,006,214				3,006,214				0				0				0				0				12,026,986				12,026,986				12,026,986				0
Value of Pro-rated or Accelerated Restricted Stock Units(3)			0				0				38,777,083				68,773,745				68,773,745				38,777,083				38,777,083
Value of Pro-rated or Accelerated RSUs(3)																															0				27,340,541				52,718,276				52,718,276				52,718,276				27,340,541
Benefits and Perquisites(4)			7,086				19,131				25,153				25,153				5,000,000				1,410,098				7,086				295,427				302,218				302,218				5,274,760				1,785,242				281,846
Tax Gross-Up			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Total		$	7,086			$	1,419,131			$	44,122,236			$	80,084,952			$	76,779,959			$	40,187,181			$	38,784,169			$	1,795,427			$	33,642,759			$	77,399,118			$	70,020,022			$	66,530,504			$	27,622,387

Charles C. McGuigan

 

		Voluntary Resignation ($)				Involuntary w/out Cause  or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Retirement ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Voluntary Resignation/ Retirement ($)
						w/out     Release     ($)				& Signed     Release ($)											w/out     Release     ($)								& Signed     Release ($)
Base Salary		$	0			$	950,000			$	1,900,000			$	1,900,000			$	0			$	0			$	0			$	1,250,000			$	2,500,000			$	2,500,000			$	0			$	0			$	0
Bonus(2)			0				0				1,187,500				3,553,006				0				0				0				0				1,875,000				5,134,119				0				0				0
Gain of Accelerated Stock Options(3)			0				0				0				1,573,546				1,573,546				0				0				0				0				5,211,063				5,211,063				5,211,063				0
Value of Pro-rated or Accelerated Restricted Stock Units(3)			0				0				2,778,678				9,304,376				9,304,376				2,778,678				2,778,678
Value of Pro-rated or Accelerated RSUs(3)																															0				10,836,393				23,739,531				23,739,531				23,739,531				10,836,393
Benefits and Perquisites(4)			0				11,959				17,939				17,939				2,850,000				555,491				0				162,930				168,150				168,150				3,402,492				782,602				152,492
Tax Gross-Up			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Total		$	0			$	961,959			$	5,884,117			$	16,348,867			$	13,727,922			$	3,334,169			$	2,778,678			$	1,412,930			$	15,379,543			$	36,752,863			$	32,353,086			$	29,733,196			$	10,988,885

Nicholas Coe

 

		Voluntary Resignation ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Retirement ($)
						w/out     Release     ($)				& Signed     Release ($)
Base Salary		$	0			$	825,000			$	1,650,000			$	1,650,000			$	0			$	0			$	0
Bonus(2)			0				0		��		907,500				2,157,500				0				0				0
Gain of Accelerated Stock Options(3)			0				0				0				41,159				41,159				0				0
Value of Pro-rated or Accelerated Restricted Stock Units(3)			0				0				839,727				3,797,814				3,797,814				839,727				0
Benefits and Perquisites(4)			0				11,336				17,005				17,005				1,690,709				564,793				0
Tax Gross-Up			N/A				N/A				N/A				N/A				N/A				N/A				N/A
Total		$	0			$	836,336			$	3,414,232			$	7,663,478			$	5,529,682			$	1,404,520			$	0

		Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Voluntary Resignation/ Retirement ($)(5)
		w/out     Release     ($)				& Signed     Release ($)
Base Salary		$	1,000,000			$	2,000,000			$	2,000,000			$	0			$	0			$	0
Bonus(2)			0				1,600,000				5,573,735				0				0				0
Gain of Accelerated Stock Options(3)			0				0				2,902,821				2,902,821				2,902,821				0
Value of Pro-rated or Accelerated RSUs(3)			0				9,344,434				22,334,107				22,334,107				22,334,107				0
Benefits and Perquisites(4)			169,144				174,364				174,364				2,341,116				908,726				0
Tax Gross-Up			N/A				N/A				N/A				N/A				N/A				N/A
Total		$	1,169,144			$	13,118,798			$	32,985,027			$	27,578,044			$	26,145,654			$	0

Stuart B. Burgdoerfer

 

		Voluntary Resignation ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Retirement ($)				Involuntary w/out Cause or Voluntary w/Good Reason								Involuntary w/out Cause following Change in Control ($)				Death ($)				Disability ($)				Voluntary Resignation/ Retirement ($)(5)
						w/out     Release     ($)				& Signed     Release ($)											w/out     Release     ($)								& Signed     Release ($)
Base Salary		$	0			$	800,000			$	1,600,000			$	1,600,000			$	0			$	0			$	0			$	852,800			$	1,705,600			$	1,705,600			$	0			$	0			$	0
Bonus(2)			0				0				1,000,000				2,598,560				0				0				0				0				1,279,200				3,795,750				0				0				0
Gain of Accelerated Stock Options(3)			0				0				0				1,103,615				1,103,615				0				0				0				0				3,935,376				3,935,376				3,935,376				0
Value of Pro-rated or Accelerated Restricted Stock Units(3)			0				0				2,675,673				6,969,374				6,969,374				2,675,673				0
Value of Pro-rated or Accelerated RSUs(3)																															0				6,539,546				14,660,279				14,660,279				14,660,279				0
Benefits and Perquisites(4)			0				11,740				17,610				17,610				1,600,000				427,936				0				115,928				122,626				122,626				1,808,130				544,080				0
Tax Gross-Up			N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Total		$	0			$	811,740			$	5,293,283			$	12,289,159			$	9,672,989			$	3,103,609			$	0			$	968,728			$	9,646,972			$	24,219,631			$	20,403,785			$	19,139,735			$	0

 

(1)	Assumes a termination date of February 2, 2013.January 30, 2016.

 

(2)

Bonus amounts assumed at target. Under “Involuntary w/out Cause or Voluntary w/Good Reason” termination scenarios, actual bonus payments would be equal to the bonus payment the named executive officerNEO would have received if he or she had remained employed with Limited Brandsthe Company for a period of one year after the termination date of February 2, 2013.January 30, 2016. Under an “Involuntary w/out Cause following Change in Control”, termination scenario, bonus payments for Ms. Turney and Messrs. McGuigan, Coe and Burgdoerfer will be equal to the sum of the last four seasonal bonus payments received.

 

(3)

Reflects the value of unvested restricted stock unitsRSUs and stock options that, subject to achievement of pre-established performance conditions, would become vested based on the $47.25$96.15 fair market value of a share of Common Stock on the last trading day of the fiscal year (February 1, 2013)(January 29, 2016).

 

(4)

Estimates for benefits and perquisites include the pro rata value of retirement plan contributions on earnings accrued up to the termination date and the continuation of medical, dental and other insurance benefits. Under the “Death” and “Disability” scenarios, includes proceeds from life and disability insurance policies and the value of unvested retirement plan balances that would become vested.

(5)	Messrs. Coe and Burgdoerfer have not met the age and/or service requirement to qualify for pro rata RSU 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 and Explanations of Numbers in Tables

The Compensation Committee retains discretion to provide, and in the past has provided, additional benefits to named executive officersNEOs upon termination or resignation if it determines the circumstances so warrant.

The tables do not include the payment of the aggregate balance of the named executive officers’NEO’s non-qualified deferred compensation that is disclosed in the Non-qualified Deferred Compensation for Fiscal 20122015 table above.

Confidentiality, Non-Competition and Non-Solicitation Agreements

As a condition to each named executive officer’sNEO’s entitlement to receive certain severance payments and equity vesting acceleration upon certain termination scenarios, the executiveNEO is required to execute a release of claims against us and shall be bound by the terms of certain restrictive covenants, including non-competition and non-solicitation agreements which prohibit the executiveNEO from soliciting or diverting any current or potential employee, customer, or supplier or competing with any of our 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 employment agreements for all named executive officersNEOs other than Mr. Wexner, who does not have an employment agreement, contain customary definitions of cause and good reason. “Cause” generally means that the named executive officerNEO (1) willfully failed to perform his or her duties with the Company (other than a failure resulting from the executive’sNEO’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 willful misconduct in bad faith which could reasonably be expected to materially harm the Company’s business or its reputation.

“Good Reason” generally means (1) the failure to continue by the executiveNEO in a capacity originally contemplated in the executive’sNEO’s employment agreement; (2) the assignment to the executiveNEO of any duties materially inconsistent with the executive’sNEO’s position, duties, authority, responsibilities or reporting requirements, as set out in his or her employment agreement; (3) a reduction in or a material delay in payment of the executive’sNEO’s total cash compensation and benefits from those required to be provided; (4) the requirement that the executiveNEO be based outside of the United States, other than for travel that is reasonably required to carry out the executive’sNEO’s duties; or (5) the failure by the Company to obtain the assumption in writing of its obligation to perform the employment agreement by a successor.

Payments Upon a Termination in Connection with a Change in Control

A Change in Control of the Company will be deemed to have occurred upon the first to occur of any of the following events:

 

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)

during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board cease for any reason to constitute a majority of directors then constituting the Board;

 

c)

a reorganization, merger or consolidation of the Company is consummated, unless more than 50% of the outstanding shares of Common Stock isare beneficially owned by individuals and entities who owned Common Stock just prior to the such reorganization, merger or consolidation; or

 

d)

the consummation of a complete liquidation or dissolution of the Company.

No Tax Gross-up

In the event of a termination following a Change in Control, none of our named executive officersNEOs is entitled to reimbursement or gross-up for any excise taxes that may be imposed under Code Section 280G.280G of the Code.

Fiscal 20122015 Director Compensation

The following table sets forth compensation earned by the individuals who served as directors of the Company during fiscal 2012.(1)2015(1).

 

Name		Fees Earned or Paid in Cash ($)(2)				Stock Awards ($)(3)				Total ($)				Fees Earned or Paid in Cash ($)(2)				Stock Awards ($)(3)				Total ($)
E. Gordon Gee		$	27,092			$	70,000			$	97,092			$	121,900			$	121,900			$	243,800
Dennis S. Hersch			80,000				80,016				160,016				121,900				121,900				243,800
James L. Heskett			107,500				92,544				200,044
Donna A. James			117,500				102,528				220,028				164,400				144,412				308,812
David T. Kollat			101,016				92,544				193,560				171,900				156,929				328,829
William R. Loomis, Jr.			83,984				92,544				176,528				121,900				121,900				243,800
Jeffrey H. Miro			92,500				92,544				185,044				134,400				134,417				268,817
Michael G. Morris			27,615				70,000				97,615				124,400				124,422				248,822
Stephen Steinour															111,900				111,905				223,805
Allan R. Tessler			142,500				122,544				265,044				194,400				169,446				363,846
Abigail S. Wexner			100,000				90,000				190,000				141,900				131,988				273,888
Raymond Zimmerman			92,500				92,544				185,044				134,400				134,417				268,817

 

(1)

Directors who are also associates receive no additional compensation for their service as directors. Our current Board of Directors’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, of Directors, each member must maintain ownership of Common Stock equal to the amount of Common Stock received as director compensation over the four-year period.

In January 2013, based on a review of market-based compensation for directors including the same peer companies used to evaluate executive compensation, the decision was made to increase director compensation in 2013. For further detail, see footnotes (2) and (3).

 

(2)

Directors receive an annual cash retainer of $70,000;$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 an additional $15,000 for the Audit$10,000; and Compensation Committees and $10,000 for other committees; the lead independent director receives an additional cash retainer of $10,000.$15,000.

Beginning in fiscal 2013, the directors’ annual cash retainer will increase to $90,000, the Audit Committee chair retainer will increase to $20,000 and the cash retainer for the lead independent director will increase to $15,000.

 

(3)

Directors receive an annual stock retainer worth $70,000;$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 andan additional stock retainer of $10,000.$15,000. Stock retainers were granted under the Limited Brands, Inc. 2003 Stock Award and Deferred Compensation Plan for Non-Associate Directors.2011 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-StockCompensation—Stock Compensation, for each award. See note 20Note 18 to the Company’s financial statements filed in Limited Brands’ 2012the Company’s 2015 Annual Report on Form 10-K for a discussion of our assumptions in determining the aggregate grant date fair value of these awards.

Beginning in fiscal 2013, the directors’ annual stock retainer will increase to $90,000 and the stock retainer for the lead independent director will increase to $15,000.

Equity Compensation Plan Information

The following table summarizes share and exercise price information about Limited Brands’the Company’s equity compensation plans as of February 2, 2013.January 30, 2016.

 

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))				(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)			15,924,441			$	23.16	(2)			16,722,074				11,989,870			$	42.40	(2)			16,690,069
Equity compensation plans not approved by security holders			0				0				0				0				0				0
Total			15,924,441			$	23.16				16,722,074				11,989,870			$	42.40				16,690,069

 

(1)

Includes the following plans: Limited Brands, Inc.2015 Plan, 2011 Stock OptionPlan and Performance Incentive Plan, Limited Brands, Inc.the 1993 Stock Option and Performance Incentive Plan (2009 Restatement), Limited Brands, Inc. and 2003 Stock Award and Deferred Compensation. There are no shares remaining available for grant under the 1993 Plan for Non-Associate Directors.(2009 Restatement).

 

(2)	Does not include outstanding rights to receive Common Stock upon the vesting of restricted stock unitRSU awards or settlement of deferred stock units.

REPORT OF THE COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Limited Brands Board of Directors is composed of four directors who are independent, as defined under the rules of the Commission and NYSE listing standards. Additionally, each member of the Compensation Committee is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and a “non-employee director” with the meaning of Section 16b-3 under the Securities Exchange Act.Act of 1934. The Compensation Committee reviews Limited Brands’ Compensation Discussion and Analysisthe CD&A on behalf of the Board of Directors.Board.

The Compensation Committee has reviewed and discussed the Compensation Discussion and AnalysisCD&A with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and AnalysisCD&A be included in Limited Brands’the Company’s annual report on Form 10-K for the year ended February 2, 2013January 30, 2016 and the Company’s proxy statement.

Compensation Committee

James L. Heskett, Chair

David T. Kollat, Chair

E. Gordon Gee

Jeffrey H. Miro

Michael G. Morris

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table shows certain information about the securities ownership of all directors (and nominees) of Limited Brands,the Company, the executive officers of Limited Brandsthe Company named in the “Summary“2015 Summary Compensation Table” above and all directors and executive officers of Limited Brandsthe Company as a group.

 

Name of Beneficial Owner		Number of Shares of Common Stock Beneficially Owned(a)(b)		Percent of Class
Stuart B. Burgdoerfer		174,942(c)63,925(c)			*
Nicholas Coe		028,268(c)			*
E. Gordon Gee		3,101(d)8,285(d)			*
Dennis S. Hersch		11,762,308(d)10,322,318(d)(f)			4.13.57	%
James L. Heskett		85,689(d)			*
Donna A. James		45,109(d)42,551(d)			*
David T. Kollat		112,866117,349			*
William R. Loomis, Jr.		75,900(d)97,209(d)			*
Charles McGuigan.C. McGuigan		57,180(c)44,403(c)(h)			*
Jeffrey H. Miro		83,160(d)102,117(d)			*
Michael G. Morris		10,666(d)14,395(d)			*
Stephen D. Steinour		11,058(d)			*
Allan R. Tessler		77,34782,186			*
Sharen J. Turney		856,178(c)539,643(c)(e)			*
Abigail S. Wexner		11,272,191(g)12,904,920(g)			3.94.46	%
Leslie H. Wexner		50,522,189(c)46,259,019(c)(h)(i)			17.515.98	%
Raymond Zimmerman		110,777(d)124,643(d)(j)			*
All directors and executive officers as a group		52,469,051(c)47,607,228(c)-(j)			18.216.45	%

 

*	Less than 1%.

 

(a)	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)	Reflects beneficial ownership of shares of Common Stock, and shares outstanding, as of February 2, 2013.January 30, 2016.

 

(c)

Includes the following number of shares issuable within 60 days of February 2, 2013,January 30, 2016, upon the exercise or vesting of outstanding stock awards: Mr. Burgdoerfer, 115,621;14,219; Mr. Coe, 23,102; Mr. McGuigan, 44,297;16,884; Ms. Turney, 499,548;43,543; Mr. Wexner, 2,128,755;1,662,275; and all directors and executive officers as a group, 2,850,566.1,760,023.

 

(d)

Includes the following number of deferred stock units credited to directors’ accounts under the 2003 Stock Award and Deferred Compensation Plan for Non-Associate Directors that could be convertible into Common Stock within 60 days after termination from the Board: Dr. Gee, 1,498;7,329; Mr. Hersch, 54,428; Mr. Heskett, 71,635;71,177; Ms. James, 27,193;30,188; Mr. Loomis, 73,576;86,945; Mr. Miro, 62,621;81,578; Mr. Morris, 556;4,285; Mr. Steinour, 1,058; Mr. Zimmerman, 78,021;91,285; and all directors as a group, 369,528.373,845. Mr. Morris has elected to receive pay-out of his deferred stock units over three years, and his total represents 1/ 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 Supplemental Retirement Plan that could be convertible into Common Stock within 60 days after termination of employment with the Company: Ms. Turney, 75,859; and all executives as a group, 95,586.84,213.

 

(f)

Includes 11,705,8801,257,255 shares held by The Linden East Trust, for which Mr. Hersch is trustee and shares voting and investment power with Mr. Wexner and Mrs. Wexner, and 8,992,886 shares held by The Linden West Trust, for which Mr. Hersch is trustee and shares voting and investment power with Mr. Wexner.

(g)	Excludes 39,249,99833,354,099 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership. Includes 478,1151,257,255 shares held by The Linden East Trust, as to which Mrs. Wexner Children’s Trust II; 2,000,000 shares

voting and investment power with Mr. Hersch; 1,441,741 shares held by The Wexner Family Charitable Fund; and 191,515 shares held by The Beech Trust, in each case, as to which Mrs. Wexner shares voting and investment power with Mr. Wexner. Includes 8,602,56110,014,409 shares directly owned by Mrs. Wexner.

 

(h)	Includes 1,819,465the following number of shares held in the Limited Brands Savings and Retirement Plan (as of February 2, 2013)January 30, 2016), over which Mr.Messrs. McGuigan and Wexner hashave investment but not voting power.power: Mr. McGuigan, 4,265; and Mr. Wexner, 1,851,959.

 

(i)

Includes 478,1151,257,255 shares held by The Wexner Children’sLinden East Trust, II; 2,000,0008,992,886 shares held by The Linden West Trust, 1,441,741 shares held by The Wexner Family Charitable Fund; 11,705,880 shares held by The Linden Trust; and 191,515 shares held by theThe Beech Trust. Mr. Wexner shares voting and investment power with Mrs. Wexner with respect to shares held by The Wexner Children’sLinden East Trust, II, The Wexner Family Charitable Fund and The Beech Trust, and shares voting and investment power with Mr. Hersch with respect to 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 8,602,56110,014,409 shares directly owned by Mrs. Wexner, as to which Mr. Wexner may be deemed to share voting and investment power. Includes 18,703,29015,954,371 shares directly owned by Mr. Wexner.

 

(j)	Includes 2,4002,888 shares which are Mr. Zimmerman’s pro rata share of 7,2008,664 shares owned by a corporation of which Mr. Zimmerman is president and a 33% stockholder.

SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Limited Brands’The Company’s executive officers and directors, and persons who own more than ten percent10% of a registered class of Limited Brands’the Company’s equity securities, must file reports of ownership and changes in ownership of Limited Brands’the Company’s equity securities with the Commission. Copies of those reports must also be furnished to Limited Brands.the Company. Based solely on a review of the copies of reports furnished to Limited Brandsthe Company and written representations of the Company’s executive officers and directors that no other reports were required, we believe that during fiscal 20122015 our executive officers, directors and greater than ten percent10% beneficial owners complied with these filing requirements.

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 Limited Brandsthe 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)			50,522,189				17.5	%
Three Limited Parkway
P.O. Box 16000
Columbus, OH 43216
Janus Capital Management LLC (2)			25,031,527				8.7	%
151 Detroit Street
Denver, CO 80206
FMR LLC (3)			16,434,774				5.7	%
82 Devonshire Street
Boston, MA 02109
PRIMECAP Management Company (4)			15,951,343				5.5	%
225 South Lake Ave., #400 Pasadena, CA 91101

Name and Address of Beneficial Owner		Amount Beneficially Owned				Percent of Class
Leslie H. Wexner(1)			46,259,019				15.98	%
Three Limited Parkway
P.O. Box 16000
Columbus, OH 43216
PRIMECAP Management Company(2)			19,232,221				6.64	%
225 South Lake Ave., #400
Pasadena, CA 91101
FMR LLC(3)			15,448,861				5.34	%
245 Summer Street
Boston, MA 02210
The Vanguard Group(4)			14,739,270				5.09	%
100 Vanguard Blvd.
Malvern, PA 19355

 

(1)	As of February 2, 2013.January 30, 2016. For a description of Mr. Wexner’s beneficial ownership, see “Security Ownership of Directors and Management” on pages 5453 and 55.54.

 

(2)

As of December 31, 2012,2015, based solely on information set forth in the Schedule 13G13G/A filed February 14, 2013 by Janus Capital Management LLC. Janus Capital Management LLC has sole dispositive power over 22,897,563 shares and sole voting power over 22,897,563 shares, and has shared dispositive power over 2,133,964 shares and shared voting power over 2,133,964 shares.

(3)	As of December 31, 2012, based on information set forth in the Schedule 13G filed February 14, 2013 by FMR LLC. FMR LLC has sole dispositive power over 343,476 shares and sole voting power over 16,434,774 shares.

(4)	As of December 31, 2012, based on information set forth in the Schedule 13G filed February 14, 201312, 2016 by PRIMECAP Management Company. PRIMECAP Management Company has sole dispositive power over 15,951,34319,232,221 shares and sole voting power over 7,564,4414,411,542 shares.

(3)

Based solely on information set forth in the Schedule 13G filed February 12, 2016 by FMR LLC. FMR LLC has sole dispositive power over 15,448,861 shares and sole voting power over 665,299 shares and Abigail P. Johnson has sole dispositive power over 15,448,861 shares. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

(4)

As of December 31, 2015, based solely on information set forth in the Schedule 13G/A filed February 10, 2016 by The Vanguard Group. The Vanguard Group has sole dispositive power over 14,245,471 shares and sole voting power over 469,120 shares, and has shared dispositive power over 493,799 shares and shared voting power over 25,400 shares.

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. We have the sole authority to appoint, compensate, retain, oversee and terminate the Company’s independent auditors. We pre-approve the audit services and non-audit services to be provided by the Company’s independent auditors. In addition, we evaluate the independent auditors’ qualifications, performance and independence and present our conclusions with respect to the independent auditors to the full Board on at least an annual basis.

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 LimitedL Brands’ audited financial statements as of and for the year ended February 2, 2013January 30, 2016 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 all matters required to be discussed with audit committees by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.under applicable auditing and regulatory standards. The Company’s independent auditors also provided to us the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board 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 LimitedL Brands’ audited financial statements be included in our annual report on Form 10-K for the year ended February 2, 2013January 30, 2016 for filing with the Commission.

We have appointed Ernst & Young LLP as LimitedL Brands’ independent registered public accountants.

Audit Committee

Donna A. James, Chair

David T. Kollat

Allan R. Tessler

Raymond Zimmerman

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

During our 20122015 fiscal year, Ernst & Young LLP served as the Company’s independent registered public accountants and in that capacity rendered an opinion on our consolidated financial statements as of and for the fiscal year ended February 2, 2013.January 30, 2016. The Audit Committee annually reviews the selection of independent registered public accountants and has selected Ernst & Young LLP as 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 20122015 and 20112014 were approximately $4,174,000$4,243,000 and $4,240,000$4,072,700, respectively. These amounts include fees for professional services rendered by Ernst & Young LLP in connection with 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 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 20122015 and 20112014 were approximately $148,000$258,000 and $173,000,$155,000, 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 20122015 and 20112014 were approximately $745,000$110,000 and $550,000,$130,000, respectively. Tax fees include tax compliance and advisory services.

All Other Fees

The aggregate fees for all other services rendered by Ernst & Young LLP for the fiscal years ended 20122015 and 20112014 were approximately $0$369,000 and $124,000,$0, respectively. The fees under this category that were paid in the fiscal year 2011 amount includes feesended 2015 were for due diligencecompliance-related advisory services.

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.

OTHER MATTERS

The Board of Directors 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 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 20142017 annual meeting must be received by the Secretary of Limited Brandsthe Company at our principal executive offices on or before the close of business on December [    ], 2013.2016.

Other Stockholder Proposals

If a stockholder intends to present a proposal or nominate a person for election as a director at the 20142017 annual meeting other than as described above, the stockholder must comply with the requirements set forth in 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 22, 201418, 2017 and no later than March 24, 2014.20, 2017. The notice must contain the information required by the Bylaws.

SOLICITATION EXPENSES

We are soliciting this proxy on behalf of our Board of Directors and will bear the solicitation expenses. Our directors or employees may solicit proxies by telephone, facsimile and personal solicitation, in addition to the use of the mail. We will, upon request, reimburse banks, brokerage houses and other institutions, nominees, and fiduciaries for their expenses in forwarding proxy materials to beneficial owners.

 

By Order of the Board of Directors,

/s/ Leslie H. Wexner

Leslie H. Wexner

Chairman of the Board

Appendix A

LIMITEDL BRANDS, INC.

PROPOSED AMENDMENT TO THE CHARTERCERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORSREMOVE SUPERMAJORITY VOTING REQUIREMENTS

Articles EIGHTH and THIRTEENTH and Section 2 of Article SIXTH isFIFTH and Section 1 of Article ELEVENTH are hereby removed in itstheir entirety, and replaced with the following: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:

SIXTH.FIFTH. Section 1.2.ElectionAmendment of DirectorsBylaws by the Stockholders. Subject toThe bylaws shall not be made, repealed, altered, amended or rescinded by the special rightstockholders 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 or series of Preferred Stock, voting separately as a class, to elect one or more directorsstock of the Corporation:

(a) From the effective date of this Certificate of Amendment untilCorporation entitled to vote in the election of directors at(such other corporation and any affiliate thereof being herein referred to as a “Related Corporation”), or (2) the 2016 annual meetingCorporation 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 pursuant to Section 141(d) of the General Corporation Lawis 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 StateBoard of Delaware,Directors of the Board shall remain classified and divided into three classes of directors, Class A, Class B and Class C (each class to be as nearly equal in number as possible), with the directors in Class B having a term expiring at the 2014 annual meeting, the directors in Class C having a term expiring at the 2015 annual meeting and the directors in Class A having a term expiring at the 2016 Annual Meeting.

(b) At each annual meeting commencing with the 2014 annual meeting, successors to the class of directors whose terms expire at that annual meeting shall be elected for a one-year term.

(c) From and after the election of directors at the 2016 annual meeting, the Board shall cease to be classified.

Section 2.Change in Number of Authorized Directorships. IfCorporation prior to the 2016 annual meetingacquisition of the authorized numberbeneficial ownership of directorsmore 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 increased,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 newly created directorships resultingtransaction 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 such increasetime 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 apportioned amongdetermined as of the classesrecord date fixed to determine the stockholders entitled to vote or express consent with respect to such that each class isproposal. 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 nearly equalmay be required by applicable law.

ELEVENTH. Section 1.Amendment of Certain Articles. The provisions set forth in number as possible,this Article ELEVENTH and any additional director chosen to fill any newly created directorship shall hold office for a term that coincidesin Article FIFTH (dealing with the remaining termsamendment 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 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 classholders of directorsnot less than 75 percent of the outstanding shares of the Corporation entitled to vote thereon.

THIRTEENTH. The provisions set forth in whichArticle TWELFTH and in this Article THIRTEENTH may not be amended, altered, changed or repealed in any respect unless such director was elected. Fromaction 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 after the 2016 annual meeting, any additional director elected to fill a newly created directorship resulting from an increaseTWELFTH, and Section 2 of Article ELEVENTH are hereby amended as shown below (with deletions highlighted in the number of directors shall hold office for a term expiring at the next annual meeting. In no case will a decreasestrike-through text and additions highlighted in the number of directors shorten the term of any incumbent director.underlined text):

Section 3.Term of Office. Each director elected at any annual meeting shall hold office until such director’s successor shall have been elected and qualified, subject to prior death, resignation, retirement or removal.

Article TENTH is hereby removed in its entirety and replaced with the following:

TENTH. Any director may be removed at any annual meeting or special stockholders’ meeting upon theaffirmative vote of the holdersof a majority in voting interest of the stockholders present in person or by proxy and voting thereon, a quorum being present of not less than 75 percent of the outstanding shares of voting stock of the Corporation at that time entitled to vote thereon;thereon; provided, however, that until the 2016 annual meeting, eachsuch 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. Notwithstanding the foregoing,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 than75 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 the75 percent exclusion of “Interested Persons” from this voting requirement 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 used in this Article TWELFTH shall have 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.

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.

2.3Voting 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.

2.4Continuing 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.

2.5Fair 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.

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, tThe 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.

ADMITTANCE SLIP

20132016 ANNUAL MEETING OF STOCKHOLDERS

Date, Time and Place of Meeting:

 

Date:		Thursday, May 23, 201319, 2016
Time:		8:30 a.m., Eastern Time
Place:		Limited Brands, Inc. Three Limited Parkway
		Columbus, Ohio 43230

Attending the Meeting:

Stockholders who plan to attend the meeting in person must bring this admittance slip and a photo identification to gain access. Because of necessary security precautions, bags, purses and briefcases may be subject to inspection. To speed the admissions process, stockholders are encouraged to bring only essential items. Cameras, camcorders or video tapingvideotaping equipment are not allowed. Photographs or videovideos taken by Limited Brandsthe Company at the meeting may be used by Limited Brands.the Company. By attending, you waive any claim or rights to these photographs.

For more information about attending the annual meeting, please visit the website athttp://www.limitedbrands.com/investorswww.lb.com or contact Limited Brands Investor Relations at (614) 415-7073.415-7585.

 

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L BRANDS, INC. LIMITED BRANDS, INC CAROL DRESKAATTENTION: INVESTOR RELATIONS P.O. BOX 16000 THREE LIMITED PARKWAY P.O. BOX 16000 COLUMBUS, OH 43230		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:x

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATEDDATED.

 

The Board of Directors recommends you vote FOR
the following:
1.     Election of Directors				For		Against		Abstain
Nominees
01    Dennis S. Hersch				¨		¨		¨
02    David T. Kollat				¨		¨		¨
03    William R. Loomis, Jr.				¨		¨		¨
04    Leslie H. Wexner				¨		¨		¨
The Board of Directors recommends you vote FOR
the following proposals:
2.     Ratification of the appointment of				For		Against		Abstain
independent registered public
accountants				¨		¨		¨
3.     Advisory voteProposal to approve named executiveamend the certificate of
incorporation to remove supermajority
voting requirements				¨		¨		¨
officer compensation
4.     ProposalAdvisory vote to amend the Certificate ofapprove named				¨		¨		¨
Incorporation to provide for the annual
election of directorsexecutive officer compensation				¨		¨		¨
For address change/comments, mark herehere. (see reverse for instructions)				¨
				Yes		No
Please indicate if you plan to attend this meeting				Yes		No
				¨		¨

The Board of Directors recommends you vote AGAINST
the following proposals:proposal:
5.     Stockholder proposal		For		Against		Abstain
regarding accelerated
vesting of equity awards5.     Stockholder proposal on proxy access		¨		¨		¨
Note:Such other business as may
properly come before the meeting
meeting or any
adjournment thereof.

 

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

 

Signature [PLEASE SIGN WITHIN BOX]		Date

Signature [Joint Owners]		Date

 

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The COMBINED Annual Report

& Proxy Statement is/are available atwww.proxyvote.com.

 

 

 

LIMITED BRANDS, INC.

This Proxy is Solicited on behalf of the Board of Directors for the Annual Meeting of Stockholders

on May 23, 201319, 2016 8:30 AM

The undersigned hereby appoints Leslie H. Wexner and Stuart B. Burgdoerfer, and each of them, proxies, with full power of substitution, to vote for the undersigned all shares of Common Stock of LimitedL Brands, Inc. which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on May 23, 201319, 2016 at 8:30 a.m., Eastern Time, and at any adjournments thereof, upon the matters described in the accompanying Proxy Statement and upon any other business that may properly come before the meeting or any adjournments thereof.

SAID PROXIES ARE DIRECTED TO VOTE AS MARKED ON THE REVERSE SIDE AND IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THIS MEETING OR ANY ADJOURNMENTS THEREOF.

Address change/comments:

 

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

(Continued and to be signed

on reverse side)