Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Bath & Body Works, Inc. on June 5, 2025. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, and executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Election of Directors: Nine directors were elected to the Board for a one-year term. A total of 189,634,326 shares were present in person or by proxy.
- Alessandro Bogliolo: Received the highest number of "Against" votes (8,623,989) compared to other nominees.
- Steven E. Voskuil: Received the fewest "Against" votes (465,301).
- Resignation: Gina R. Boswell resigned from the Board on May 16, 2025, prior to the meeting; votes cast for her were disregarded.
- Ratification of Independent Auditor: The appointment of Ernst & Young LLP for the 2025 fiscal year was ratified.
- For: 185,693,927 shares
- Against: 3,698,452 shares
- Abstain: 241,948 shares
- Advisory Vote on Executive Compensation: Stockholders approved the compensation of named executive officers.
- For: 176,685,807 shares
- Against: 2,201,152 shares
- Abstain: 317,521 shares
- Approval Rate: 98.77% of shares voting on the proposal voted in favor.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the specific reasons for the higher "Against" vote count for director Alessandro Bogliolo compared to other nominees.
- Confirm the details of Gina R. Boswell's resignation and any potential impact on board composition.
- Review the 2025 Proxy Statement (filed April 25, 2025) for full details on executive compensation packages approved by shareholders.
- Check subsequent filings for any financial updates, as this 8-K contains no financial performance data.