Bath & Body Works calls Third Point’s potential proxy contest ‘misguided’

The Board of Directors of Bath & Body Works issued a letter to its shareholders detailing its actions to fundamentally transform the Company into a global omnichannel personal care and home fragrance brand and commenting on Third Point’s potential proxy contest. The company said, "The letter underscores how the current Bath & Body Works Board is working to maximize value for all Bath & Body Works shareholders and has taken all reasonable steps to avoid a costly and distracting proxy contest motivated by the personal interests of Third Point and its founder and CEO, Dan Loeb: The Board has successfully overseen the separation of Bath & Body Works from Victoria’s Secret and positioned Bath & Body Works for success as a standalone company, resulting in tremendous shareholder value creation: from May 14, 2020, when Sarah Nash was elected Chair of the Board, through February 24, 2023, the Company has delivered shareholder returns of 416%1, massively outperforming retail peers, beauty peers and the S&P 500. The Board has diligently pursued refreshment, with 75% of the current members of the Board having joined since 2019, resulting in a talented and diverse Board with a strong and complementary mix of skillsets and backgrounds. Gina Boswell, who manifests the best of the consumer products industry and omnichannel retail as evidenced by her experience with world-class companies, has been appointed as CEO. The Board’s goal is to empower Ms. Boswell and her team to move forward, without distraction, to ensure that the Company exceeds all expectations across the business and delivers the highest value for all our stakeholders, including the Company’s shareholders, associates, and vendor partners.The Board has engaged constructively in good faith with Third Point over several months and demonstrated openness to all of Third Point’s views and recommendations, following them when they made sense for the Company. The Board resoundingly agreed with Third Point’s recommendation to appoint Lucy Brady as a director based on her exceptional global digital strategy and customer loyalty and engagement experience; the Company also hired a technology services firm recommended by Mr. Loeb as part of its continuing efforts to invest in and enhance its technology platform; and the Board agreed with Third Point’s feedback that the Board would benefit from additional financial and capital allocation expertise. But the Board would not accede to Mr. Loeb’s ultimatum that his former employee and personal protege, Munib Islam, be appointed to the Board. After considering Mr. Islam’s qualifications and skills at length, the Board concluded, correctly, that a CFO of a major public company would bring more relevant capital allocation and financial experience to the Board than Mr. Islam. Bath & Body Works has taken all reasonable steps to avoid a costly and distracting proxy fight. It is disappointing and unfortunate that despite repeated efforts to engage productively with Third Point, the Company will have to spend time, effort and resources on a costly proxy fight resulting from Mr. Loeb’s unreasonable insistence that his personal protege be appointed to the Board. The Company is confident in its track record of success and invigorated by a focused new CEO and refreshed Board with the right directors to lead Bath & Body Works on its continued growth trajectory. The Board looks forward to an ongoing dialogue with all shareholders as it executes the Company’s strategy and positions Bath & Body Works for continued growth and value creation."