Bath & Body Works shareholders elect all 13 directors, approve say-on-pay with 68% support, reject independent chair

The stockholder proposal regarding an independent board chair was rejected by the Company’s stockholders, with 61,346,765 shares voting for the proposal, 129,408,480 shares voting against the proposal, 1,251,187 shares abstaining and 13,546,487 broker non-votes.

Election of Directors Patricia S. Bellinger, Alessandro Bogliolo, Gina R. Boswell, Lucy O. Brady, Francis A. Hondal, Thomas J. Kuhn, Danielle M. Lee, Michael G. Morris, Sarah E. Nash, Juan Rajlin, Stephen D. Steinour, J.K. Symancyk and Steven E. Voskuil were elected to the Board of Directors of the Company (the “Board”) for a term of one year. Of the 205,552,918 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 Patricia S. Bellinger 183,474,788 7,850,433 681,211 13,546,487 Alessandro Bogliolo 188,659,393 2,660,331 686,708 13,546,487 Gina R. Boswell 190,761,740 569,656 675,036 13,546,487 Lucy O. Brady 190,809,151 517,054 680,226 13,546,487 Francis A. Hondal 188,598,309 2,735,048 673,075 13,546,487 Thomas J. Kuhn 190,705,417 543,593 757,422 13,546,487

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 130,660,460 shares voting for the Company’s executive compensation, 60,621,868 shares voting against the Company’s executive compensation, 724,103 shares abstaining and 13,546,487 broker non-votes.

The stockholders adopted, on an advisory basis, the option to hold an advisory vote on executive compensation every year, with a vote of 189,743,395 shares in favor of holding the advisory vote every year, 80,220 shares in favor of holding the advisory vote every two years and 1,626,667 shares in favor of holding the advisory vote every three years, with 556,149 shares abstaining and 13,546,487 broker non-votes.

The appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the 2023 fiscal year was ratified, with 200,475,474 shares voting for the appointment, 3,965,683 shares voting against the appointment and 1,111,762 shares abstaining.