UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported): September 7,
2007
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Limited
Brands, Inc.
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(Exact
Name of Registrant
as
Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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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
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General Instruction
A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
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(b)
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Leonard A. Schlesinger resigned from the board of directors of Limited Brands, Inc. (the “Company”) and as Vice Chairman and Chief Operating Officer of the Company effective September 7, 2007. Mr. Schlesinger’s resignation as an associate of the Company is effective November 2, 2007. The press release dated July 30, 2007, announcing Mr. Schlesinger’s intention to resign was attached as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on July 31, 2007. | |
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(e)
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The resignations described above are set forth in a separation agreement between the Company and Mr. Schlesinger, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended August 4, 2007. Such agreement includes the following material provisions: | |
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·
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Following
his termination of employment with the Company on November 2,
2007, Mr.
Schlesinger will continue to receive his current bi-weekly base
salary for
a period of two years;
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·
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Mr.
Schlesinger will continue to receive medical and dental benefits
under
Company’s plans until the earlier of May 2, 2009 or the day that he is
entitled to receive similar benefits from another employer. The
Company also agreed to make a premium payment on a life insurance
policy
covering Mr. Schlesinger, together with certain tax-equalization
payments;
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·
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Mr.
Schlesinger will receive all benefits under the Company’s deferred
compensation plans and under his employment agreement as to which
he is
vested as of November 2, 2007, and will receive his incentive
compensation
payments, if any, for the fall 2007 season in March 2008, and
for the
spring 2008 season in September 2008. Subject to Mr.
Schlesinger’s compliance with his non-competition covenant, he will vest
in all stock option and restricted stock grants scheduled to
vest through
April 1, 2008;
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·
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The
Company will purchase Mr. Schlesinger’s home in New Albany, Ohio and
provide relocation benefits to him, in each case under the Company’s
relocation policy;
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·
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Mr.
Schlesinger agreed to a general release of the Company and its
affiliates,
directors, officers and employees, and not to disparage the Company
or its
employees; and
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·
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Mr.
Schlesinger also agreed not to compete, directly or indirectly,
with the
Company or solicit any of the Company’s employees or affiliates, in each
case through April 1,
2009.
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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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LIMITED
BRANDS, INC.
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By:
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/s/
Douglas L. Williams
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Name:
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Douglas
L. Williams
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Date: September
10, 2007
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Title:
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Senior
Vice President and General Counsel
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