Bath & Body Works : 2025 Proxy Statement and 2024 Annual Report

Published: 2025-04-25 17:02:04 ET BBWI

OXY

STAT

ENT

FOR TH

E 2025 ANNU

AND THE

AL MEETING 2024 ANNUA

OF SHAREH L REPORT

OLDERS

We help the WORLD live more fully through the POWER OF FRAGRANCE.

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 it 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 more than 1,890 company-operated

Bath & Body Works locations in the U.S. and Canada, more than 525 international franchised locations and an online storefront atbathandbodyworks.com.

Fiscal 2024 was a significant year for Bath & Body Works. The team executed with focus and discipline, building momentum throughout the year, making progress on our strategy and establishing a strong foundation for long-term growth.

Throughout the year, the Company made meaningful progress on our three strategic priorities, including accelerating topline growth, enhancing operational effectiveness and efficiency, and strengthening our financial position, which helped reinvigorate the business while also delivering value for our shareholders, associates and customers.

Despite a choppy macroeconomic backdrop, when adjusting for holiday timing and calendar impacts, revenue improved sequentially every quarter in 2024 and the Company returned to positive sales growth in the second half of the year. Bath & Body Works' return to growth was driven by strategic investments in product innovation, marketing and technology. We introduced innovative products across our core categories - Body Care, Home Fragrance, and Soaps and Sanitizers - and drove strong performance in newer categories (which we call adjacencies), including Men's, Lip, Hair and Laundry. At the same time, the team remained focused on enhancing operational efficiency. The Company's Fuel for Growth cost optimization plan delivered approximately $155 million dollars in incremental cost savings - significantly exceeding initial targets.

Additionally, in 2024, the Company invested approximately $245 million in technology and other capital projects to strengthen our infrastructure and improve the customer experience, reinforcing our commitment to long-term growth. After making these investments, we are pleased to have generated $660 million in free cash flow in fiscal 2024, enabling us to achieve our targeted debt leverage ratio of 2.5x while returning cash to shareholders.

These achievements reflect the strength of our business model and the disciplined execution of our leadership team. The new share repurchase program, which authorizes the Company to buy back up to $500 million in outstanding common stock, underscores our confidence in the Company's long-term growth strategy and our commitment to delivering shareholder value through disciplined capital allocation.

Looking ahead, we are excited about the opportunities we see and the momentum we have built. With a focused strategy, a robust innovation pipeline and a highly engaged team, we are confident in the Company's ability to continue delivering for our shareholders and all stakeholders in 2025 and beyond.

In terms of governance, we have significantly refreshed our Board of Directors over the last few years to ensure an optimal structure and composition with the right mix of expertise, backgrounds and tenures. In 2024, we reduced the size of our Board to 10 directors and rotated our committee chairs to enhance our corporate governance. If all nominees are elected to serve as directors at the 2025 annual meeting, 90% of the Company's directors will have joined the Board in 2019 or later, and the average director tenure on our Board will be 4.2 years.

The Board is committed to ongoing dialogue with shareholders and taking a proactive approach to addressing matters and suggestions with thoughtful action. Through our ongoing shareholder engagement program, we continue to listen, learn and implement feedback that supports our Company's long-term growth.

On behalf of the entire Board, I would like to thank our dedicated leadership team and associates that work every day to deliver on our purpose to help the world live more fully through the power of fragrance.

Thank you for your continued support and investment in our Company. We ask for your voting support on the terms 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.

At Bath & Body Works, we help the world live more fully through the power of fragrance. After more than two years at Bath & Body Works, I am proud of how we have brought that purpose to life for our customers and I am excited about the possibilities for the future. Everywhere I look across the Company, I see a steadfast commitment to delivering for our customers through innovation, strong execution and a culture that truly sets us apart.

For Bath & Body Works, 2024 was about building momentum toward long-term sustainable growth. Amid macroeconomic uncertainty and an evolving competitive landscape, we delivered strong results. Revenue growth accelerated sequentially every quarter in 2024, when adjusting for calendar impacts and holiday timing. We finished the year strong, exceeding our revenue and earnings guidance in our all-important fourth quarter.

We attribute our progress this year to our associates' exceptional execution of our strategy, which includes three priorities:

• Accelerating top-line growth across our core categories through product innovation, marketing and technology, and extending our reach through adjacencies and international expansion.

• Enhancing operational excellence and efficiency through disciplined cost management and a continuous-improvement mindset.

• Strengthening our financial position through strong cash flow generation and disciplined capital allocation, ensuring we invest for growth while delivering returns to shareholders through dividends and share repurchases.

Our performance highlights in 2024 include the following:

• Maintaining category leadership and unit market share across our core categories which include Body Care, Home Fragrance, and Soaps and Sanitizers.

• Launching exciting collaborations with companies like Netflix, including Bridgerton, Stranger Things and Emily in Paris, and introducing new product innovations such as our prestige-inspired line of fine fragrance mists called Everyday Luxuries to deepen our connection with new and existing customers.

• Expanding our reach in international markets and adjacencies such as Men's, Laundry, Lip and Haircare. Adjacencies now represent approximately 10% of our business with the potential to become a larger percentage of our mix over time.

• Investing in marketing, loyalty, and technology to improve the in-store and online customer experience. We grew our active loyalty membership by 6% year-over-year with approximately 80% of U.S. sales flowing through the program. Our technology roadmap remains on track as we enhance our systems and implement foundational tools to enable more personalization and seamless customer engagement.

• Delivering approximately $155 million in cost savings under our Fuel for Growth cost optimization plan, bringing our two-year total to over $300 million in cost savings, and maintaining a continuous improvement mindset to manage cost and enhance operational efficiencies as we move forward.

As a result, we closed out 2024 in a strong financial position. We generated $660 million in free cash flow and were disciplined in paying down debt, achieving our target debt leverage ratio of 2.5x, while returning approximately $577 million to investors through share repurchases and dividends.

These achievements, combined with our strong financial position, demonstrate that our strategy is working. We are building momentum as we enter 2025, and we believe the Company is well positioned for continued growth.

Above all else, our culture and our associates are integral to our success. They are the heart of our Company, fostering a sense of belonging in our stores, distribution and fulfillment centers, and offices. The dedication of our associates ensures we execute on our business strategy effectively. I am confident that our teams will continue to deliver excellence as we move forward.

Looking ahead to 2025 and beyond, our fragrance leadership, innovation pipeline, investments in marketing and technology, dedicated teams, and thoughtful capital allocation strategy position us well to drive long-term sustainable growth and deliver shareholder value.

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 5, 2025

Who May Vote

Shareholders of record at the close of business on April 8, 2025, may vote at the meeting.

DATE:

TIME:

Thursday,

8:30 a.m.

June 5, 2025

Eastern Time

Date of Mailing

PLACE:

Meeting will be held virtually with a link to be provided by registering athttps://proxydocs.com/BBWI

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 April 25, 2025.

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 1, 2025, are available atwww.bbwinc.com (see the "Investors" link followed by the "Annual Reports/Proxy" link).

ITEMS OF BUSINESS

Elect the ten 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. Shareholders will not be able to attend the meeting in person. Please see "Information About the Annual Meeting and Voting" on page 66 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 virtually 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 virtually.

By Order of the Board of Directors, Michael C. Wu Chief Legal Officer and Corporate Secretary April 25, 2025

Bath & Body Works, Inc. | 2025 Proxy Statement

Table of Contents

2025 Proxy Statement Summary

Report of the Audit Committee

Safe Harbor Statement Under the Private

Securities Litigation Reform Act of 1995

Independent Registered Public Accounting Firm's

Fees

Election of Directors

Audit and Other Fees

The Board's 2025 Director Nominees

Pre-approval Policies and Procedures

Qualifications and Skills

Information About Our Executive Officers

A Broadly Representative Board

Board Nominees

Advisory Vote to Approve Named Executive Officer

Compensation

Director Independence

Compensation-related Matters

Board Refreshment and Selection of Director

Nominees

Compensation Discussion and Analysis

Corporate Governance

2024 Summary Compensation Table

Corporate Governance Highlights

Grants of Plan-based Awards for Fiscal 2024

Board Leadership Structure

Outstanding Equity Awards at Fiscal Year-end 2024

Meeting Attendance

Option Exercises and Stock Vested Information for

Fiscal 2024

Committees of the Board

Potential Payments Upon Termination or Change in

Board and Committee Evaluations

Control

Meetings of Independent Directors

2024 Pay Ratio Disclosure

Board Role in Strategic Planning and Capital

2024 Pay Versus Performance Disclosure

Structure

Beneficial Ownership of Common Stock

Board Role in Risk Oversight

Code of Conduct, Insider Trading, Governance

Information About the Annual Meeting and Voting

Documents and Related Person Transactions

General Matters

Human Capital & Compensation Committee

Participation and Interlocks

Shareholder Proposals or Director Nominations for

the 2026 Annual Meeting

Director Stock Ownership Guidelines

Other Proposed Actions

Contacting the Board

Solicitation of Proxies

Fiscal 2024 Director Compensation

Appendix A - Non-GAAP Financial Measures

A-1

Ratification of the Appointment of Independent

Registered Public Accounting Firm

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Disclaimer

Bath & Body Works Inc. published this content on April 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 25, 2025 at 21:01 UTC.