Bath & Body Works, Inc.
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 28, 2026
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Contents
2026 Proxy Statement Summary
This is a summary of information contained in this Proxy Statement about Bath & Body Works, Inc. (referred to in this proxy statement as “we,” “us,” “our” and the “Company”) and our upcoming 2026 annual meeting of shareholders. This summary does not contain all the information you should consider. Please carefully read the entire proxy statement before voting.
YOUR VOTE IS IMPORTANT
How to Vote Your Shares(See Page 62)
You may vote if you were a Company shareholder of record as of the close of business on April 14, 2026.
| Online before the meetingGo to the website designated on the enclosed proxy card or to the website indicated on the materials provided by your broker | By phoneCall the phone number designated on the enclosed proxy card or the materials provided by your broker |
|---|---|
| By mailComplete, sign and date the enclosed proxy card and return it promptly in the envelope provided | Virtually during the annual meetingSubmit your vote online at the annual meeting on June 11, 2026 |
Roadmap for Voting Items
| ITEMS TO BE VOTED ON | VOTE STANDARD | BOARD VOTE RECOMMENDATION | ||
|---|---|---|---|---|
| Item 1. Election of directors | Majority of votes cast | FOR EACH NOMINEE | See Page 6 | |
| Item 2. Ratification of the appointment of independent registered public accounting firm | Majority of votes present at the meeting or by proxy and voting thereon | FOR | See Page 23 | |
| Item 3. Advisory vote to approve named executive officer compensation | Majority of votes present at the meeting or by proxy and voting thereon | FOR | See Page 27 | |
Bath & Body Works, Inc. | 2026 Proxy Statement 1
2026 Proxy Statement Summary
Our Director Nominees(See Page 6)
The following table provides summary information about the ten director nominees the Board of Directors (the “Board”) has nominated for election at our 2026 annual meeting of shareholders. Additional information about each nominee’s background and experience can be found beginning on page 8 of this proxy statement.
| COMMITTEE MEMBERSHIP | |||||
|---|---|---|---|---|---|
| NAME AND PRINCIPAL OCCUPATION · AGE · TENURE · INDEPENDENT · AUDIT · HUMAN CAPITAL & COMPENSATION · NOMINATING & GOVERNANCE | |||||
| Alessandro BoglioloFormer CEO, Tiffany & Co. | 61 | 4.1 | C | ||
| Lucy BradyFormer President, Snacks & Grocery, Conagra Brands, Inc. | 56 | 3.2 | |||
| Daniel HeafCEO, Bath & Body Works, Inc. | 48 | 0.9 | |||
| Francis HondalFormer President of Loyalty & Engagement, Mastercard, Inc. | 61 | 5.1 | C | ||
| Danielle LeeFormer President, Warner Music Artist & Fan Experiences, Warner Music Group Corp. | 50 | 5.1 | |||
| Sarah NashChair of the Company’s Board; CEO & Owner of Novagard Solutions | 72 | 6.9 | |||
| Juan RajlinVice President & Treasurer, Alphabet Inc. | 51 | 4.1 | |||
| Stephen SteinourChairman, President & CEO, Huntington Bancshares Incorporated | 67 | 12.2 | |||
| J.K. SymancykCEO, Signet Jewelers Limited | 54 | 4.9 | |||
| Steven VoskuilSenior Vice President & CFO, The Hershey Company | 57 | 3.1 | C | ||
C = committee chair
Director Nominee Highlights
| 90% of the Nominees | 5.0 Years | 58 |
|---|---|---|
| Joined the Boardin 2019 or Later | Average Tenure | Average Age |
2 Bath & Body Works, Inc. | 2026 Proxy Statement
2026 Proxy Statement Summary
Relevant Qualifications, Skills and Experience
We believe that our director nominees, as a whole, possess the optimal mix of qualifications, skills and experience that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company, including:
Governance Highlights(See Page 16)
The “Corporate Governance” section beginning on page 15 of this proxy statement describes our strong governance framework, which includes:
Independent Board Chair
Nine of ten director nominees are independent
Board actively involved in overseeing the Company’s long-term business strategy, strategic priorities and material risks
Shareholders have the right to call special meetings (25%)
Regular management succession planning
Proxy access rights
No shareholders rights plan in effect
Separate CEO and Board Chair roles
Independent directors meet without management present
Each of our standing Board committees is composed of 100% independent directors
All directors are elected annually by majority vote
No supermajority voting requirements
Robust executive officer and director stock ownership guidelines
Annual Board and committee self-evaluations and bi-annual individual meetings between the Board Chair and each committee chair
Our Executive Compensation Program Aligns Pay-for-Performance(See Page 29)
Our executive compensation program is designed to emphasize pay-for-performance and to provide a meaningful and direct link between the interests of our named executive officers (“NEOs”) and those of our shareholders. We employ a pay mix philosophy that focuses on performance-based compensation, and we utilize rigorous performance metrics that align with our strategic direction, provide balance between top-line growth and profitability and are designed to drive total shareholder return.
Bath & Body Works, Inc. | 2026 Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.