Item 5.07. Submission of Matters to a Vote of Security Holders.
L Brands, Inc. (the “
Company
”) held its Annual
Meeting of Stockholders (the “
Annual Meeting
”) on May 18, 2017. The matters voted upon at the Annual Meeting,
each of which is described in the 2017 Proxy Statement filed on April 6, 2017 (the “
Proxy Statement
”), and the
results of the voting were as follows:
Election of Directors
Donna A. James, Jeffrey H. Miro, Michael G. Morris and Raymond
Zimmerman were elected to the Board of Directors for a term of three years. Of the 251,064,592 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-Vote
|
Donna A. James
|
219,534,200
|
12,264,585
|
1,467,262
|
17,798,545
|
Jeffrey H. Miro
|
220,350,776
|
11,447,724
|
1,467,547
|
17,798,545
|
Michael G. Morris
|
231,551,489
|
1,569,165
|
145,393
|
17,798,545
|
Raymond Zimmerman
|
221,501,627
|
11,621,926
|
142,494
|
17,798,545
|
In addition, directors whose term of office continued after
the Annual Meeting were: E. Gordon Gee, Dennis S. Hersch, David T. Kollat, Stephen D. Steinour, Allan R. Tessler, Abigail S. Wexner
and Leslie H. Wexner.
Ratification of the Independent Registered Public Accountants
The appointment of Ernst & Young LLP as the Company’s
independent registered public accountants for the 2017 fiscal year was ratified, with 249,289,459 shares voting for the appointment,
1,541,114 shares voting against the appointment and 234,019 shares abstaining.
Advisory Vote on Executive Compensation
The compensation of the Company’s executive officers as
described in the Proxy Statement was approved by the stockholders, on an advisory basis, with 230,016,037 shares voting for the
Company’s executive compensation, 2,890,140 shares voting against the Company’s executive compensation, 359,870 shares
abstaining and 17,798,545 broker non-votes. 98.76% of the shares voting on the proposal voted in favor of the proposal.
Advisory Vote to Determine the Frequency of Future Advisory
Votes on Executive Compensation
The stockholders adopted, on an advisory basis, the option to
hold an advisory vote on executive compensation every year, with a vote of 209,422,106 shares in favor of holding the advisory
vote every year, 192,114 shares in favor of holding the advisory vote every 2 years and 23,311,117 shares in favor of holding the
advisory vote every 3 years, with 340,710 shares abstaining and 17,798,545 broker non-votes.
In light of these results, the Board of Directors has determined
that the Company will hold an advisory vote on the Company’s executive compensation as described in the Company’s proxy
statement every year.
Stockholder Proposal to Change Certain Voting Requirements
The stockholder proposal to change certain voting requirements
was approved by the stockholders, with 134,132,362 shares voting for the proposal, 98,087,635 shares voting against the proposal,
1,046,050 shares abstaining and 17,798,545 broker non-votes. 57.76% of the shares voting on the proposal (representing 47.10% of
the total shares outstanding as of March 24, 2017, the record date for the Annual Meeting) voted in favor of the proposal.