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.
Exhibit Press Release dated July 30, 2021
Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL document)
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