Bath Body Works Inc
For the period ended Jun 27, 2024. Filed May 15, 2024.
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 27, 2024 · Filed May 15, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
|---|
Bath & Body Works, Inc.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Shareholders,
In 2023, Bath & Body Works made meaningful progress executing on the five key growth drivers established by the leadership team to focus on elevating the brand and product, extending the Company’s reach, deepening engagement with customers, enabling a seamless omnichannel experience and enhancing operational excellence.
As a Board, we are focused on enabling the Company’s transformation and are deeply engaged with the leadership team in overseeing the execution of the Company’s strategy. The team made critical foundational investments in technology and marketing, while at the same time remained focused on operating efficiency and the implementation of cost reduction initiatives that led to achieving savings ahead of plan. Importantly, to help support long-term growth, the Company continued its expansion into adjacent categories such as Men’s, fragrant haircare, laundry and lip.
At the same time, ensuring a balanced and thoughtful allocation of capital is a responsibility our Board takes seriously. After making investments in the business, Bath & Body Works generated $656 million in free cash flow in fiscal 2023, allowing us to return cash to shareholders through our quarterly dividend and share repurchases, as well as deleverage our balance sheet through debt repurchases. At the end of fiscal 2023, we had reduced our leverage ratio to 2.8x from 3.1x a year ago. In addition, we were pleased to pay $182 million in dividends and repurchase 4.1 million shares of common stock for $149 million during the year. Further, our Board was pleased to recently authorize a new $500 million share repurchase program.
Our Board is also committed to ensuring we have an optimal Board structure and composition with the right mix of expertise, backgrounds and tenures. We are continuing our focus on governance enhancements through reduction in Board size and rotation of Committee chairs. Following the annual meeting, through Board refreshment in 2023 as well as directors who have stepped down this year or have chosen not to stand forre-election, our Board will have an average director tenure of 3.4 years. After these most recent changes, our Board will consist of 10 directors, six of whom come from diverse communities: female, people of color and/or LGBTQIA+.
Last year, we made continued strides in incorporating our environmental, social and governance (“ESG”) strategy into our work to deliver long-term value and responsible growth. We released our inaugural ESG report, which outlined our approach to working toward our 2025 and 2030 ESG commitments, focused on Engaged People, Thoughtful Products and Brighter Places. The formalization of our ESG focus, strategy and commitments followed an extensive ESG prioritization assessment, which included research and engagement with key stakeholders including associates across our business, customers, suppliers, investors and nonprofits.
In addition, in 2023, we were proud to be named one of America’s Greatest Workplaces for diversity, LGBTQ+ individuals, veterans, and women by Newsweek, a Diversity First Top 50 Company by the Diversity Research Institute, and one of the Best Managed Companies by The Wall Street Journal.
The feedback we receive during our year-round engagement with shareholders informs our practices and policies, and we are committed to responsive action. Indeed, during 2023, we embarked on a comprehensive engagement process to better understand our shareholders’ perspectives on executive compensation and took prompt action to address their concerns. As we look ahead, we remain committed to engaging with our shareholders on our areas of focus – whether it be our growth strategy and execution, our capital allocation plan, or our ESG priorities, maintaining an ongoing dialogue with shareholders remains paramount.
On behalf of the entire Board, I would like to thank our dedicated teams around the world that allow us to deliver on our purpose to make the world a brighter, happier place through the power of fragrance. With our market leadership, world-class team and continued progress against our growth drivers, the Board remains confident in our ability to deliver for our shareholders and all stakeholders in 2024.
Thank you for your continued support and investment in our company. We ask for your voting support on the items contained in this proxy statement, and appreciate you taking the time to cast your vote.
Sincerely, Sarah E. Nash Board Chair Bath & Body Works, Inc.
Dear Fellow Shareholders,
Having completed my first full year as Chief Executive Officer, I am more excited than ever for the future of Bath & Body Works. My confidence is based on our team’s impressive work in building on our strong foundation as a global leader in personal care and home fragrance at the intersection of consumer goods and retail. Our loyal customer base, profitable fleet, growing digital and omnichannel capabilities, vertically integrated supply chain, and talented store associates have been drivers of our success. In 2023, we made important investments in product innovation, marketing and technology to build on these strengths and drive progress toward our long-term growth and profitability goals.
We were not immune to macroeconomic impacts on our customers, especially the high inflation rates early in the year. We also experienced the continuing post-pandemic normalization within our candle and sanitizer categories. Despite these headwinds, all of our product categories outperformed expectations and our team delivered full-year net sales and earnings per share that exceeded our guidance.
Our solid financial results in 2023 were driven by progress against our long-term strategic priorities, which are aligned behind what we call the five Es: elevating our brand and product; engaging our customers; extending our reach; enabling a seamless omnichannel experience; and enhancing our operational efficiency. Our performance highlights include:
| • | We focused on product innovation, as well as upgrading our formulations, packaging and merchandising. We completed the reformulation of our hand soaps and body care, which are now made without parabens and sulfates. We also launched our foaming soap refills in recyclable cartons. |
|---|
| • | We expanded further into adjacent categories. Our Men’s business continued its strong growth. We introduced fragrant haircare products, with the offering attracting new customers to our brand. In addition, we expanded our lip assortment and piloted our laundry line with many of our bestselling fragrances at a limited number of stores and online. We plan to complete the rollout of our lip products to all North American stores by mid-2024 and bring our laundry offering to our entire U.S. store fleet by fall of this year. |
|---|
| • | We celebrated the one-year anniversary of our loyalty program, and we exited 2023 with approximately 37 million active members. We continue to increase engagement with our loyalty members, including by offering impactful members-only experiences. |
|---|
| • | We diversified our marketing efforts and launched a new brand campaign entitled Come Back to Your Senses. We also advanced our digital platforms to connect to our stores and provide a more seamless experience to our customers. Now that our technology systems are largely separated from Victoria’s Secret, we are positioned to further strengthen loyalty and personalized marketing and more efficiently grow both sales and earnings. |
|---|
| • | We delivered approximately $150 million in cost optimization savings and increased our total annual cost savings target by $50 million to $250 million to position the business for additional operating margin expansion. |
|---|
In addition to these highlights, we returned approximately $330 million in capital to shareholders through our quarterly dividend and share repurchase program, while also reducing our debt leverage. We remain committed to a balanced and thoughtful capital allocation strategy and strong shareholder returns.
As a result of our efforts through the past year, we are entering 2024 with solid fundamentals. Our team will continue to move with focus and speed to deliver on our strategic priorities and make continued progress toward our long-term targets of $10 billion of net sales and 20% operating income margin.
I am confident our best days are ahead of us, and I look forward to working with my colleagues at Bath & Body Works to deliver strong and sustainable value creation for shareholders.
Thank you for your investment and your continued support.
Sincerely, Gina R. Boswell Chief Executive Officer Bath & Body Works, Inc.
Notice of Annual Meeting of Shareholders
June 27, 2024
Who May Vote
Shareholders of record at the close of business on April 30, 2024, may vote at the meeting.
| DATE: Thursday, June 27, 2024 | TIME: 8:30 a.m. Eastern Time | PLACE: Bath & Body Works, Inc. Three Limited Parkway Columbus, Ohio 43230 |
|---|
Date of Mailing
A Notice of Internet Availability of Proxy Materials or this proxy statement and the enclosed proxy card is first being sent to shareholders on or about May 15, 2024.
Internet Availability
In accordance with Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a Notice of Internet Availability of Proxy Materials with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient and less costly and limits our impact on the environment. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, are available atwww.bbwinc.com (see the “Investors” link followed by the “Annual Reports/Proxy” link).
| ITEMS OF BUSINESS | |
|---|---|
| 1 | Elect the 10 nominees proposed by the Board of Directors as directors. |
| 2 | Ratify the appointment of our independent registered public accounting firm. |
| 3 | Hold an advisory vote to approve named executive officer compensation. |
| 4 | Transact such other business as may properly come before the meeting. |
| This proxy statement contains important information, including a description of the business that will be acted upon at the meeting. If you plan to attend the meeting in person, please note that for security reasons, before being admitted to the meeting, you must present a valid, government-issued photo identification (such as a driver’s license or a passport) and your proof of stock ownership as of April 30, 2024, the record date for the meeting. Please see “Information About the Annual Meeting and Voting—Attending the Annual Meeting” on page 70 of this proxy statement for additional information regarding attendance at the meeting. Your vote is important. Shareholders of record can give proxies by calling a toll-free telephone number, by using the Internet or by mailing their signed proxy cards. Whether or not you plan to attend the meeting, please vote by telephone or via the Internet or sign, date and return the enclosed proxy card in the envelope provided. Instructions are included on your proxy card. You may change your vote by submitting a later dated proxy (including a proxy via telephone or the Internet) or by attending the meeting and voting in person. By Order of the Board of Directors, Michael C. Wu Chief Legal Officer and Corporate Secretary May 15, 2024 | |
Bath & Body Works, Inc. | 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.