Current Report Filing (8-k)
May 26 2020 - 5:30PM
Edgar (US Regulatory)
0000701985
false
0000701985
2020-05-19
2020-05-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 26, 2020 (May 19, 2020)
L Brands, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8344
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31-1029810
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(Commission File Number)
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(IRS Employer Identification No.)
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Three Limited Parkway
Columbus, OH
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43230
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $.50 Par Value
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LB
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The New York Stock Exchange
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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
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☐
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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 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
On May 19, 2020, L Brands, Inc. (the “Company”)
entered into a retention bonus arrangement with James Bersani (the “Bersani Agreement”). Under the Bersani Agreement,
Mr. Bersani will receive a bonus in the amount of $ 2,250,000, to be paid in three (3) equal installments of $ 750,000 on January
31, 2021, July 31, 2021 and January 31, 2022, provided that Mr. Bersani remains employed by the Company on each of the applicable
payment dates.
The foregoing descriptions of the
Bersani Agreement is qualified in its entirety by reference to the complete text of the Bersani Agreement, a copy of which will be
filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ending May 2, 2020.
Item 8.01. Other Events.
Pursuant to a mutual agreement with the Company
entered into on May 20, 2020, Nick Coe will no longer serve as Vice Chairman of Bath & Body Works Brand Strategy and New Ventures.
In connection with his departure, he will receive the separation benefits provided under his employment agreement dated July 5,
2011, as amended.
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.
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L Brands, Inc.
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Date: May 26, 2020
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By:
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/s/ Shelley Milano
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Name: Shelley Milano
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Title: Executive
Vice President and Chief Human Resources Officer
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