Bath & Body Works (BBWI) Proxy filing summary

Executive summary

• Fiscal 2025 was a year of transition, marked by a CEO change and the launch of the Consumer First Formula, a multi-year strategy focused on innovation, brand revitalization, marketplace expansion, and operational efficiency.

• The company maintained strong assets, including a loyal customer base, a robust supply chain, and a global store network, positioning it for future growth.

• Capital allocation balanced investment in strategy with shareholder returns, including $167 million in dividends and $400 million in share repurchases in 2025.

• The board composition was refreshed, with 90% of directors joining since 2019 and an average tenure of 5 years if all nominees are elected.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten board nominees, ratifying the independent auditor, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting in favor of all proposals.

• Shareholders of record as of April 14, 2026, are eligible to vote at the virtual annual meeting on June 11, 2026.

Board of directors and corporate governance

• The board consists of ten members, nine of whom are independent; roles of CEO and board chair are separated.

• Board committees (Audit, Human Capital & Compensation, Nominating & Governance) are fully independent and oversee critical areas including risk, compensation, and governance.

• Annual board and committee self-evaluations are conducted, and directors are subject to robust stock ownership guidelines.

• Shareholders have proxy access rights and can call special meetings with 25% ownership.