Third Point confirms plan to nominate Bath & Body Works director candidates

Third Point announced that it sent a letter to Bath & Body Works’ board of directors that states in part: "Third Point , collectively with its affiliates, is a top five shareholder of Bath & Body Works Inc., with a beneficial ownership position of more than 6% of the company’s outstanding common shares. We hold such a large stake because of our confidence in BBWI‘s business model, products, and potential for greater growth and efficiency now that it is a standalone entity. In our November 30, 2022 13D filing and in subsequent private discussions with Board Chair Sarah Nash and Chief Executive Officer Gina Boswell, we raised concerns about the company’s corporate governance and decision-making processes. We have identified numerous issues pertaining to the Board of Directors’ oversight of executive compensation, succession planning, capital allocation, investor communication, and strategy for enduring value creation… Since our engagement with Ms. Nash began, we have detected a pronounced aversion to including a shareholder representative on the Board… Ms. Nash’s outsized pay package is a red flag for shareholders and signals a massive governance failure. We are concerned that Ms. Nash, by virtue of the Windfall (and her excessive Board pay), is no longer "independent," according to the Company’s own policies… It is wishful thinking to believe that simply adding two new members can change the insouciant culture that led to so many value-destructive missteps by this Board. We are disappointed they would choose to fight – rather than work cooperatively with – a major shareholder that is committed to realizing BBWI’s significant long-term potential. However, we suspect the same Board that made the decision to appoint Ms. Nash as Executive Chair and interim CEO, and the same Board that awarded her such an outrageous compensation package, would rather see these decisions swept under the rug by moving around some of the furniture. Although we always prefer to reach private resolutions that benefit all shareholders, it seems Ms. Nash and, presumably, the Board prefer to pursue a costly and distracting proxy contest to protect themselves. As fiduciaries, we have no choice but to put forth qualified director candidates and give our fellow shareholders the opportunity to elect directors who can hold the stewards of their capital responsible for the decisions they make. We believe that our slate will bring a breadth of talent to support long-term growth and sustained share price appreciation at Bath & Body Works."