Current Report Filing (8-k)
July 30 2021 - 6:56AM
Edgar (US Regulatory)
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2021-07-30
2021-07-30
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xbrli:shares
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xbrli:shares
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
Date of report (Date of earliest event reported):
July 30, 2021
L Brands, Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.50 Par Value
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LB
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As
L Brands, Inc. (“L Brands”) has previously disclosed, on May 19, 2020 and January 12, 2021, L Brands shareholders filed derivative
lawsuits in the Court of Common Pleas for Franklin County, Ohio (subsequently removed to the United States District Court for the Southern
District of Ohio) and the Delaware Court of Chancery, respectively, naming as defendants certain current and former directors and officers
of L Brands and alleging, among other things, breaches of fiduciary duty through asserted violations of law and failures to monitor workplace
conduct (the “Lawsuits”). In addition, L Brands also received litigation and books-and-records demands from other shareholders
related to the same matters (together with the Lawsuits, the “Actions”), including from the Attorney General of Oregon on
behalf of the State of Oregon.
These
shareholders, including the Attorney General of Oregon, the Detroit Police and Fire Retirement System, and several individuals, have
agreed upon the final terms of a settlement with a Special Committee of the L Brands Board of Directors resolving the Actions. The
Stipulation of Settlement will be filed in the United States District Court for the Southern District of Ohio in
the case captioned Rudi v. Wexner, et al., Case No. 2:20-cv-3068.
The
settlement resolves all derivative claims that have been or could have been asserted in the Actions or that involve in any way the allegations
referred to in the Actions and releases all such claims against L Brands (and its subsidiaries) and past and present L Brands employees,
officers and directors, among others. As part of the settlement, L Brands (and its subsidiaries) has agreed to implement certain management
and governance measures, including the maintenance of a Diversity, Equity, and Inclusion (“DEI”) Council, the strengthening
of policies and procedures for reporting and investigating sexual harassment complaints, and the hiring of a DEI consultant. Following
the planned August 2, 2021 spin-off of Victoria’s Secret & Co., the settlement terms will apply to both L Brands (to be renamed
Bath & Body Works, Inc.) and Victoria’s Secret & Co. Each company has committed to invest $45 million over at least five
years to fund the management and governance measures.
The
settlement remains subject to court approval of the terms set forth in the Stipulation of Settlement.
On July 30, 2021, L Brands issued a press release
announcing the settlement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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L Brands, Inc.
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Date: July 30, 2021
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By:
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/s/ Stuart B. Burgdoerfer
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Name:
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Stuart B. Burgdoerfer
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Title:
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Executive Vice President and Chief Financial Officer
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