SEC Comment Letter for Bath & Body Works, Inc. (BBWI) (CIK 0000701985) (BBWI) — Sep 2, 2022
Bath & Body Works, Inc. (BBWI) (CIK 0000701985)
Date: Sept. 2, 2022 · CIK: 0000701985 · Accession: 0000000000-22-009620
AI Filing Summary & Sentiment
File numbers found in text: 001-08344
Letter
United States securities and exchange commission logo September 2, 2022 Andrew M. Meslow Chief Executive Officer Bath & Body Works, Inc. Three Limited Parkway Columbus, Ohio 43230 Re:Bath & Body Works, Inc. Definitive Proxy Statement on Schedule 14A Filed March 31, 2022 File No. 001-08344 Dear Mr. Meslow: We have reviewed your most recent definitive proxy statement and have the following comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed March 31, 2022 General 1.Please expand your discussion to address how the experience of the Interim Lead Independent Director is brought to bear in connection with your board’s role in risk oversight. 2.Please expand upon the role that your Interim Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Interim Lead Independent Director may:
•represent the board in communications with shareholders and other stakeholders; •require board consideration of, and/or override your CEO on, any risk matters; or •provide input on design of the board itself. 3.Please expand upon how your board administers its risk oversight function. For example, please disclose: •why your board elected to retain direct oversight responsibility for certain risks rather than assign oversight to a board committee;
FirstName LastNameAndrew M. Meslow Comapany NameBath & Body Works, Inc. September 2, 2022 Page 2 FirstName LastName Andrew M. Meslow Bath & Body Works, Inc. September 2, 2022 Page 2 •the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; •how the board interacts with management to address existing risks and identify significant emerging risks; •whether you have a Chief Compliance Officer and to whom this position reports; and •how your risk oversight process aligns with your disclosure controls and procedures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 if you have questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 2, 2022
Andrew M. Meslow
Chief Executive Officer
Bath & Body Works, Inc.
Three Limited Parkway
Columbus, Ohio 43230
Re:Bath & Body Works, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 31, 2022
File No. 001-08344
Dear Mr. Meslow:
We have reviewed your most recent definitive proxy statement and have the following
comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 31, 2022
General
1.Please expand your discussion to address how the experience of the Interim Lead
Independent Director is brought to bear in connection with your board’s role in risk
oversight.
2.Please expand upon the role that your Interim Lead Independent Director plays in the
leadership of the board. For example, please enhance your disclosure to address whether
or not your Interim Lead Independent Director may:
•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
•why your board elected to retain direct oversight responsibility for certain risks rather
than assign oversight to a board committee;
FirstName LastNameAndrew M. Meslow
Comapany NameBath & Body Works, Inc.
September 2, 2022 Page 2
FirstName LastName
Andrew M. Meslow
Bath & Body Works, Inc.
September 2, 2022
Page 2
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at 202-551-3735 if
you have questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program