Current Report · Items 5.02, 9.01 · 8-K
Bath & Body Works, Inc.
BBWINYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 21, 2026, the Human Capital and Compensation Committee of the Board of Directors of Bath & Body Works, Inc.…
Filed Sep 23, 2026Accepted Sep 23, 2026, 4:23 PM EDTCIK 701985Accession 0001193125-26-399454
Company context
Home of America’s Favorite Fragrances®, Bath & Body Works is a global leader in personal care and home fragrance, including top-selling collections for fine fragrance mist, body lotion and body cream, 3-wick candles, home fragrance diffusers and liquid hand soap. Powered by agility and innovation, the Company’s predominantly U.S.-based supply chain enables the Company to deliver quality, on-trend luxuries at affordable prices. Bath & Body Works serves and delights customers however and wherever they want to shop, from welcoming, in-store experiences at 1,895 Company-operated Bath & Body Works locations in the U.S. and Canada and 529 international franchised locations to an online storefront at bathandbodyworks.com (as of February 1, 2025).
Current securities
Disclosure sections
Items 5.02, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 21, 2026, the Human Capital and Compensation Committee of the Board of Directors of Bath & Body Works, Inc. (the “Company”) granted a performance stock unit award to Daniel Heaf, the Company’s Chief Executive Officer, with a target value of $10 million (equal to 591,366 shares of Company common stock) (the “PSU Award”). The PSU Award and rigorous stock price performance hurdles are designed to further incentivize Mr. Heaf to lead the Company with an intense focus on executing its long-term strategy and creating sustained shareholder value.
The PSU Award will be earned based on the achievement of four stock price goals during the four-year performance period. If the average closing price of the Company’s common stock over any 60 consecutive trading days during the performance period equals or exceeds $40, $60, $80 or $100, then 75%, 100%, 150% or 200%, respectively, of the target number of PSUs will be earned. Any PSUs so earned will vest on the fourth anniversary of the grant date, subject generally to Mr. Heaf’s continued employment through that date or earlier qualifying termination of employment. Generally, the number of PSUs otherwise earned will be reduced by 50% if the Company’s total shareholder return relative to the companies comprising the S&P 1500 Consumer Discretionary Distribution & Retail Index is below the 55th percentile at the end of the four-year performance period.
The foregoing description of the PSU Award does not purport to be complete and is qualified in its entirety by reference to the applicable award agreement, a form of which is filed as Exhibit 10.1 hereto.