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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;
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.
FirstName LastNameAndrew M. Meslow Sincerely,
Comapany NameBath & Body Works, Inc.
Division of
Corporation Finance
September 2, 2022 Page 2 Disclosure
Review Program
FirstName LastName