Item 5.07. Submission of Matters to a Vote of Security Holders.
L Brands, Inc. (the “
Company
”) held its Annual
Meeting of Stockholders (the “
Annual Meeting
”) on May 19, 2016. The matters voted upon at the Annual Meeting,
each of which is described in the 2016 Proxy Statement filed on April 8, 2016 (the “
Proxy Statement
”), and the
results of the voting were as follows:
Election of Directors
Dennis S. Hersch, David T. Kollat and Leslie H. Wexner were
elected to the Board of Directors for a term of three years. Of the 257,349,097 shares present in person or represented by proxy
at the meeting, the number of shares voted for, the number of shares voted against, the number of shares abstained and the number
of broker non-votes were as follows, with respect to each of the nominees:
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
Dennis S. Hersch
|
239,446,359
|
2,167,572
|
149,995
|
15,585,171
|
David T. Kollat
|
219,393,736
|
22,204,882
|
165,308
|
15,585,171
|
Leslie H. Wexner
|
235,599,159
|
3,703,161
|
2,461,606
|
15,585,171
|
In addition, directors whose term of office continued after
the Annual Meeting were: E. Gordon Gee, Donna A. James, Jeffrey H. Miro, Michael G. Morris, Stephen D. Steinour, Allan R. Tessler,
Abigail S. Wexner and Raymond Zimmerman.
Ratification of the Independent Registered Public Accountants
The appointment of Ernst & Young LLP as the Company’s
independent registered public accountants for the 2016 fiscal year was ratified, with 255,214,097 shares voting for the appointment,
1,868,430 shares voting against the appointment and 266,570 shares abstaining.
Company Proposal to Amend the Certificate of Incorporation
to Remove Supermajority Voting Requirements
The Company’s proposal to amend the Certificate of Incorporation
to remove supermajority voting requirements did not receive a sufficient number of votes from stockholders to be approved, with
174,828,709 shares voting for the proposal, 62,818,374 shares voting against the proposal, 4,116,843 shares abstaining and 15,585,171
broker non-votes. In order to be approved, this proposal required the affirmative vote of at least 75% of the outstanding shares
of the Company entitled to vote at the Annual Meeting. 60.92% of the total number of shares of the Company outstanding at March
24, 2016, the record date of the Annual Meeting, voted in favor of the proposal.
Advisory Vote on Executive Compensation
The
compensation of the Company’s executive officers as described in the Proxy Statement was approved by the stockholders, on
an advisory basis, with 213,786,796
shares voting for the Company’s executive compensation, 27,630,724 shares voting
against the Company’s compensation, 346,406 shares abstaining and 15,585,171 broker non-votes. 88.55% of the shares voting
on the proposal voted in favor of the proposal.
Stockholder Proposal on Proxy Access
The
stockholder proposal on proxy access was approved by the stockholders, with 126,081,007
shares voting for the proposal,
114,070,292 shares voting against the proposal, 1,612,627 shares abstaining and 15,585,171 broker non-votes. 52.50% of the shares
voting on the proposal voted in favor of the proposal.