On this page of StockholderLetter.com we present the latest annual shareholder letter from Bath & Body Works, Inc. — ticker symbol BBWI. Reading current and past BBWI letters to shareholders can bring important insights into the investment thesis.
2026 Proxy Statement and the 2025 Annual Report
We believe everybody deserves to feel good.
Dear Fellow Shareholders, As we reflect on fiscal 2025, it has been a year of transition fueled by change and transformative, innovative energy to help set the groundwork for success in 2026 and beyond. Bath & Body Works is a business with meaningful and durable advantages: an iconic brand with deep customer affection, category-leading fragrance franchises, a large and highly engaged loyalty base of 40 million members, a fast and flexible domestic supply chain, and a global fleet of 2,500 stores. These are powerful assets that we believe position us to win. In 2025, the Board of Directors fulfilled a key governance responsibility by guiding a planned CEO transition. Under this new leadership, we acknowledged that recent performance does not fully realize the Company s potential. In response, we introduced the Consumer First Formula, a comprehensive, multi-year strategy to drive sustainable, profitable growth by placing the consumer back at the center of every decision. Our Plan: The Consumer First Formula First, Create Innovative, Disruptive Product. We are refocusing on our hero categories where we believe that our brand and expertise give us the strongest right to win - body care, home fragrance, and soaps & sanitizers. Our innovation pipeline is grounded in deeper consumer insight, earlier testing, and a sharper focus on benefits. Second, Reignite the Brand. Bath & Body Works has high awareness, but awareness alone is not enough. We must earn greater cultural relevance and give new and younger consumers stronger reasons to choose us. We believe that this requires clearer positioning, more distinctive storytelling, and a more elevated, creator-led, and digitally driven marketing model. Third, Win in the Marketplace. We are putting ourselves in the path of the consumer. Our store fleet remains a significant competitive advantage, and we are improving the in-store experience through simplification and better navigation. At the same time, our Amazon launch and digital investments expand our reach to new and lapsed consumers. Internationally, our partners continue to deliver strong growth, providing an additional avenue for expansion. Fourth, Operate with Speed & Efficiency. We are simplifying how we operate and reallocating resources to the highest-impact opportunities. Our Fuel for Growth program targets $250 million in cost savings over two years, including $175 million in 2026. These savings will fund investments in product, brand, and distribution while increasing the speed and agility of the organization. We have also strengthened leadership across key functions, including merchandising, digital, wholesale, stores, and brand. Equally important is the culture we are cultivating - one that is more agile, accountable, and creative, with a strong consumer-centric foundation. Board Support As we navigate our transformation, we remain grounded in strong corporate governance and support the creation of long-term value for our shareholders. We are committed to ensuring balanced and thoughtful allocation of capital, as we invest in the new strategy while returning cash to shareholders. We were pleased to pay $167 million in dividends and repurchase approximately 15 million shares of common stock for $400 million in 2025. We are focused on ensuring our executive compensation program is designed to drive shareholder value creation and top-line growth. This past year we started transitioning our short-term incentive program to an annual program to better align with market practice. In 2026, we will evolve our executive compensation program to support the Consumer First Formula. We believe that our significantly refreshed Board of Directors has the optimal structure and composition with the right mix of expertise, backgrounds, and tenures. If all nominees are elected to serve as directors at the 2026 annual meeting, the average tenure will be 5 years, with 90% of the directors joining in 2019 or later. Looking Ahead The work is well underway, and customers and shareholders will see increasing momentum throughout 2026 and into 2027. We remain confident in our ability to deliver to all our stakeholders. We believe that we have the platform, the plan, and the team to win. The Company and the Board are committed to ongoing engagement with our shareholders. We continue to listen, learn and implement feedback that supports our Company s long-term growth. Thank you for your continued support and confidence in Bath & Body Works. We respectfully ask for your voting support on the matters set forth in this proxy statement. Sincerely, Daniel Heaf Chief Executive Officer Bath & Body Works, Inc. Sarah E. Nash Board Chair Bath & Body Works, Inc. Thank you for your continued support and confidence in Bath & Body Works. We respectfully ask for your voting support on the matters set forth in this proxy statement.
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Notice of Annual Meeting of Shareholders June 11, 2026 DATE: TIME: PLACE: Thursday, June 11, 2026 8:30 a.m. Eastern Time Meeting will be held virtually at www.virtualshareholdermeeting.com/BBWI2026 ITEMS OF BUSINESS 1 Elect the ten nominees proposed by the Board of Directors as directors. 2 Ratify the appointment of our independent registered public accounting firm. 3 Hold an advisory vote to approve named executive officer compensation. 4 Transact such other business as may properly come before the meeting. Who May Vote Shareholders of record at the close of business on April 14, 2026, may vote at the meeting. Date of Mailing This proxy statement contains important information, including a description of the business that will be acted upon at the meeting. Shareholders will not be able to attend the meeting in person. Please see Information About the Annual Meeting and Voting on page 62 of this proxy statement for additional information regarding attendance at the meeting. Your vote is important. Shareholders of record can give proxies by calling a toll-free telephone number, by using the Internet or by mailing their signed proxy cards. Whether or not you plan to virtually attend the meeting, please vote by telephone or via the Internet, or sign, date and return the enclosed proxy card in the envelope provided. Instructions are included on your proxy card. You may change your vote by submitting a later dated proxy (including a proxy via telephone or the Internet) or by attending the meeting and voting virtually. By Order of the Board of Directors, Daniel J. Heaf Chief Executive Officer April 28, 2026 A Notice of Internet Availability of Proxy Materials or this proxy statement and the enclosed proxy card is first being sent to shareholders on or about April 28, 2026. Internet Availability In accordance with Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a Notice of Internet Availability of Proxy Materials with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient and less costly and limits our impact on the environment. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, are available at www.bbwinc.com (see the Investors link followed by the Annual Reports/Proxy link).
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BBWI Shareholder/Stockholder Letter Transcript:

2026
Proxy
Statement
and the
2025 Annual Report

We believe
everybody
deserves to
feel good.

Dear Fellow Shareholders,
As we reflect on fiscal 2025, it has been a year of transition fueled by change and transformative, innovative energy to help set the groundwork
for success in 2026 and beyond. Bath & Body Works is a business with meaningful and durable advantages: an iconic brand with deep
customer affection, category-leading fragrance franchises, a large and highly engaged loyalty base of 40 million members, a fast and flexible
domestic supply chain, and a global fleet of 2,500 stores. These are powerful assets that we believe position us to win.
In 2025, the Board of Directors fulfilled a key governance responsibility by guiding a planned CEO transition. Under this new leadership, we
acknowledged that recent performance does not fully realize the Company   s potential. In response, we introduced the Consumer First Formula,
a comprehensive, multi-year strategy to drive sustainable, profitable growth by placing the consumer back at the center of every decision.
Our Plan: The Consumer First Formula
First, Create Innovative, Disruptive Product. We are refocusing on our hero categories where we believe that our brand and expertise give us the
strongest right to win - body care, home fragrance, and soaps & sanitizers. Our innovation pipeline is grounded in deeper consumer insight, earlier
testing, and a sharper focus on benefits.
Second, Reignite the Brand. Bath & Body Works has high awareness, but awareness alone is not enough. We must earn greater cultural relevance
and give new and younger consumers stronger reasons to choose us. We believe that this requires clearer positioning, more distinctive storytelling,
and a more elevated, creator-led, and digitally driven marketing model.
Third, Win in the Marketplace. We are putting ourselves in the path of the consumer. Our store fleet remains a significant competitive advantage,
and we are improving the in-store experience through simplification and better navigation. At the same time, our Amazon launch and digital
investments expand our reach to new and lapsed consumers. Internationally, our partners continue to deliver strong growth, providing an additional
avenue for expansion.
Fourth, Operate with Speed & Efficiency. We are simplifying how we operate and reallocating resources to the highest-impact opportunities.
Our Fuel for Growth program targets $250 million in cost savings over two years, including $175 million in 2026. These savings will fund
investments in product, brand, and distribution while increasing the speed and agility of the organization.
We have also strengthened leadership across key functions, including merchandising, digital, wholesale, stores, and brand. Equally important is the
culture we are cultivating - one that is more agile, accountable, and creative, with a strong consumer-centric foundation.
Board Support
As we navigate our transformation, we remain grounded in strong corporate governance and support the creation of long-term value for our shareholders.
We are committed to ensuring balanced and thoughtful allocation of capital, as we invest in the new strategy while returning cash to shareholders. We
were pleased to pay $167 million in dividends and repurchase approximately 15 million shares of common stock for $400 million in 2025.
We are focused on ensuring our executive compensation program is designed to drive shareholder value creation and top-line growth. This past
year we started transitioning our short-term incentive program to an annual program to better align with market practice. In 2026, we will evolve
our executive compensation program to support the Consumer First Formula.
We believe that our significantly refreshed Board of Directors has the optimal structure and composition with the right mix of expertise,
backgrounds, and tenures. If all nominees are elected to serve as directors at the 2026 annual meeting, the average tenure will be 5 years, with
90% of the directors joining in 2019 or later.
Looking Ahead
The work is well underway, and customers and shareholders will see increasing momentum throughout 2026 and into 2027. We
remain confident in our ability to deliver to all our stakeholders. We believe that we have the platform, the plan, and the team to win.
The Company and the Board are committed to ongoing engagement with our shareholders. We continue to listen, learn and implement feedback
that supports our Company   s long-term growth.
Thank you for your continued support and confidence in Bath & Body Works. We respectfully ask for your voting support on the matters set forth
in this proxy statement.
Sincerely,
Daniel Heaf
Chief Executive Officer
Bath & Body Works, Inc.
Sarah E. Nash
Board Chair
Bath & Body Works, Inc.
Thank you for your continued support
and confidence in Bath & Body Works.
We respectfully ask for your voting
support on the matters set forth in
this proxy statement.

[THIS PAGE INTENTIONALLY LEFT BLANK]

Notice of Annual Meeting of Shareholders
June 11, 2026
DATE:
TIME:
PLACE:
Thursday,
June 11, 2026
8:30 a.m.
Eastern Time
Meeting will be held virtually at
www.virtualshareholdermeeting.com/BBWI2026
ITEMS OF BUSINESS
1
Elect the ten nominees proposed by the Board of Directors as directors.
2
Ratify the appointment of our independent registered public accounting firm.
3
Hold an advisory vote to approve named executive officer compensation.
4
Transact such other business as may properly come before the meeting.
Who May Vote
Shareholders of record at the
close of business on April 14, 2026,
may vote at the meeting.
Date of Mailing
This proxy statement contains important information, including a description of the
business that will be acted upon at the meeting. Shareholders will not be able to
attend the meeting in person. Please see       Information About the Annual Meeting
and Voting       on page 62 of this proxy statement for additional information regarding
attendance at the meeting. Your vote is important. Shareholders of record can give
proxies by calling a toll-free telephone number, by using the Internet or by mailing
their signed proxy cards. Whether or not you plan to virtually attend the meeting,
please vote by telephone or via the Internet, or sign, date and return the enclosed
proxy card in the envelope provided. Instructions are included on your proxy card.
You may change your vote by submitting a later dated proxy (including a proxy via
telephone or the Internet) or by attending the meeting and voting virtually.
By Order of the Board of Directors,
Daniel J. Heaf
Chief Executive Officer
April 28, 2026
A Notice of Internet Availability of
Proxy Materials or this proxy
statement and the enclosed proxy
card is first being sent to shareholders
on or about April 28, 2026.
Internet Availability
In accordance with Securities and
Exchange Commission rules, we are
using the Internet as our primary means
of furnishing our proxy materials to most
of our shareholders. Rather than
sending those shareholders a paper
copy of our proxy materials, we are
sending them a Notice of Internet
Availability of Proxy Materials with
instructions for accessing the materials
and voting via the Internet. We believe
this method of distribution makes the
proxy distribution process more efficient
and less costly and limits our impact on
the environment. This proxy statement
and our Annual Report on Form 10-K for
the fiscal year ended January 31, 2026,
are available at www.bbwinc.com
(see the       Investors       link followed by
the       Annual Reports/Proxy       link).


shareholder letter icon 4/28/2026 Letter Continued (Full PDF)
 

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