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 16, 2019. The matters voted upon at the Annual Meeting,
each of which is described in the 2019 Proxy Statement filed on April 23, 2019 (the “
Proxy Statement
”), and
the results of the voting were as follows:
Election of Directors
Patricia S. Bellinger, Sarah E. Nash, Anne Sheehan and Leslie
H. Wexner were elected to the Board of Directors for a term of three years. Of the 227,353,876 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
|
Patricia S. Bellinger
|
201,082,729
|
1,280,451
|
287,899
|
24,702,797
|
Sarah E. Nash
|
201,703,355
|
658,997
|
288,727
|
24,702,797
|
Anne Sheehan
|
201,566,843
|
797,172
|
287,064
|
24,702,797
|
Leslie H. Wexner
|
195,270,320
|
5,859,908
|
1,520,851
|
24,702,797
|
|
|
|
|
|
In addition, directors whose term of office continued after
the Annual Meeting were: E. Gordon Gee, Donna A. James, Michael G. Morris, Robert H. Schottenstein, 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 2019 fiscal year was ratified, with 223,726,573 shares voting for the appointment,
3,247,995 shares voting against the appointment and 379,308 shares abstaining.
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 199,578,373 shares voting for the
Company’s executive compensation, 2,573,578 shares voting against the Company’s executive compensation, 499,128 shares
abstaining and 24,702,797 broker non-votes. 98.72% of the shares voting on the proposal voted in favor of the proposal.
Stockholder Proposal to Remove Supermajority Voting Requirements
The stockholder proposal to remove supermajority voting requirements
was approved by the stockholders, with 198,732,065 shares voting for the proposal, 3,653,856 shares voting against the proposal,
265,158 shares abstaining and 24,702,797 broker non-votes.