Bath & Body Works (NYSE: BBWI) reports 2026 annual shareholder vote outcomes

Rhea-AI Filing Summary

Bath & Body Works, Inc. held its Annual Meeting of Stockholders on June 11, 2026, where shareholders elected ten directors to one-year terms. Each nominee, including Alessandro Bogliolo and Sarah E. Nash, received substantially more votes for than against, with significant broker non-votes recorded.

Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, with 178,656,095 shares voting for and 2,033,828 against. An advisory vote on executive compensation passed, receiving 159,868,611 votes in favor, representing 97.35% of votes cast on that proposal.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 180,873,116 shares Highest director votes for: 163,161,351 shares Auditor ratification votes for: 178,656,095 shares +2 more

5 metrics

Shares represented at meeting 180,873,116 shares Shares present in person or by proxy at Annual Meeting

Highest director votes for 163,161,351 shares Votes for director nominee Daniel J. Heaf

Auditor ratification votes for 178,656,095 shares For Ernst & Young LLP as 2026 independent auditor

Executive pay votes for 159,868,611 shares Advisory vote approving named executive officer compensation

Executive pay support rate 97.35% Percent of shares voting on compensation proposal that voted For

Key Terms

Annual Meeting of Stockholders, broker non-votes, independent registered public accounting firm, Advisory Vote on Executive Compensation, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"Bath & Body Works, Inc. held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026."

broker non-votes financial

"the number of shares abstained and the number of broker non-votes were as follows, with respect to each of the nominees"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Advisory Vote on Executive Compensation financial

"Advisory Vote on Executive Compensation The compensation of the Company’s named executive officers as described in the Proxy Statement was approved"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

broker non-votes financial

"260,466 shares abstaining and 16,401,324 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 11, 2026

						Bath & Body Works, Inc.
						(Exact Name of Registrant as Specified in Its Charter)
						Delaware
						(State or Other Jurisdiction of Incorporation)
1-8344									31-1029810
(Commission File Number)									(IRS Employer Identification No.)
Three Limited Parkway
Columbus,			OH						43230
(Address of Principal Executive Offices)									(Zip Code)

(614) 415-7000

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.50 Par Value			BBWI			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Bath & Body Works, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. The matters voted upon at the Annual Meeting, each of which is described in the Company’s 2026 Proxy Statement filed on April 28, 2026 (the “Proxy Statement”), and the results of the voting were as follows:

Election of Directors

Alessandro Bogliolo, Lucy O. Brady, Daniel J. Heaf, Francis A. Hondal, Danielle M. Lee, Sarah E. Nash, Juan Rajlin, Stephen D. Steinour, J.K. Symancyk, and Steven E. Voskuil were elected to the Board for a term of one year. Of the 180,873,116 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of shares abstained and the number of broker non-votes were as follows, with respect to each of the nominees:

			For			Against			Abstain			Broker Non-Votes
Alessandro Bogliolo			156,389,860			7,851,331			230,601			16,401,324
Lucy O. Brady			161,941,704			2,279,447			250,641			16,401,324
Daniel J. Heaf			163,161,351			1,065,753			244,688			16,401,324
Francis A. Hondal			162,546,250			1,696,956			228,586			16,401,324
Danielle M. Lee			161,772,345			2,449,027			250,420			16,401,324
Sarah E. Nash			162,673,795			1,574,595			223,402			16,401,324
Juan Rajlin			161,864,901			2,359,206			247,685			16,401,324
Stephen D. Steinour			160,903,641			3,340,853			227,298			16,401,324
J.K. Symancyk			161,975,515			2,264,774			231,503			16,401,324
Steven E. Voskuil			162,936,336			1,309,686			225,770			16,401,324

Ratification of the Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified, with 178,656,095 shares voting for the appointment, 2,033,828 shares voting against the appointment and 183,193 shares abstaining.

Advisory Vote on Executive Compensation

The compensation of the Company’s named executive officers as described in the Proxy Statement was approved by the Company’s stockholders, on an advisory basis, with 159,868,611 shares voting for the Company’s executive compensation, 4,342,715 shares voting against the Company’s executive compensation, 260,466 shares abstaining and 16,401,324 broker non-votes. 97.35% of the shares voting on the proposal voted in favor of the proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									Bath & Body Works, Inc.
Date:			June 15, 2026			By:			/s/ TOM JAVITCH
									Tom Javitch
									Interim Chief Financial Officer

FAQ

What did Bath & Body Works (BBWI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing ten directors, ratifying Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year, and approving an advisory resolution on executive compensation as described in the company’s 2026 Proxy Statement.

Were all director nominees elected at Bath & Body Works (BBWI) 2026 annual meeting?

All ten nominees, including Alessandro Bogliolo, Lucy O. Brady, and Sarah E. Nash, were elected to the board for one-year terms, each receiving substantially more votes “For” than “Against,” with additional abstentions and broker non-votes reported for every nominee.

Which auditor did Bath & Body Works (BBWI) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the 2026 fiscal year, with 178,656,095 shares voting for the appointment, 2,033,828 shares voting against, and 183,193 shares abstaining on the ratification proposal.

How did Bath & Body Works (BBWI) shareholders vote on executive compensation?

Shareholders approved the advisory vote on executive compensation, with 159,868,611 shares voting for, 4,342,715 against, 260,466 abstaining, and 16,401,324 broker non-votes. The company reported that 97.35% of shares voting on the proposal supported the compensation package.

When was Bath & Body Works (BBWI) 2026 annual meeting of stockholders held?

The Annual Meeting of Stockholders was held on June 11, 2026. Matters presented included the election of directors, ratification of Ernst & Young LLP as auditor for fiscal 2026, and an advisory vote on the compensation of named executive officers.

Filing Exhibits & Attachments

3 documents

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