Victoria's Secret & Co. appointed Amy Hauk as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Resignation of Directors


Effective as of 11:59 p.m. Eastern Time on August 2, 2021, Timothy Faber and Michael Wu (collectively, the "Resigning Directors") resigned from the Board of Directors (the "Board") of Victoria's Secret. The Resigning Directors' resignation from the Board was not due to any disagreement with Victoria's Secret relating to the operations, practices or policies of Victoria's Secret.


Appointment of Directors and Officers 


Effective as of 11:59 p.m. Eastern Time on August 2, 2021, Martin Waters, Irene Chang Britt, Jacqueline Hernandez, Donna A. James, Lauren B. Peters and Anne Sheehan were appointed as directors of Victoria's Secret. Donna A. James was appointed Chair of the Board effective as of 11:59 p.m. Eastern Time on August 2, 2021. Sarah Davis, who had been appointed to the Board effective July 16, 2021, continues to serve as a director of Victoria's Secret following the Distribution.


The Information Statement of Victoria's Secret & Co. included as an exhibit to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on July 9, 2021 (the "Information Statement") under the section entitled "Management" contains the biographical information about and compensation information for the newly appointed directors. Such information is incorporated by reference in this Item 5.02. There are no arrangements or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board. There are no other relationships between the directors named above and Victoria's Secret that would require disclosure pursuant to Item 404(a) of Regulation S-K.


In connection with their joining the Board, in addition to Ms. Davis who had previously already been appointed as a member and the Chair of the Audit Committee, certain other directors of Victoria's Secret were appointed to the Audit, Human Capital and Compensation, and Nominating and Governance Committees of the Board (the "Committees") effective as of 11:59 p.m. Eastern Time on August 2, 2021. The current composition of the Committees is as follows:


- the Audit Committee consists of Donna A. James, Irene Chang Britt, Sarah Davis and Lauren B. Peters, with Ms. Davis serving as the Chair of the Audit Committee; 


- the Human Capital and Compensation Committee consists of Irene Chang Britt, Jacqueline Hernandez, Lauren B. Peters and Anne Sheehan, with Ms. Britt serving as Chair of the Human Capital and Compensation Committee; and 


- the Nominating and Governance Committee consists of Donna A. James, Sarah Davis, Jacqueline Hernandez and Anne Sheehan, with Ms. Sheehan serving as Chair of the Nominating and Governance Committee. 


In addition, effective as of 11:59 p.m. Eastern Time on August 2, 2021, Amy Hauk was appointed to serve as the Chief Executive Officer of PINK, Gregory Unis was appointed to serve as the Chief Executive Officer of Victoria's Secret Beauty and Dein Boyle was appointed to serve as the Chief Operating Officer of Victoria's Secret. Martin Waters, Chief Executive Officer of Victoria's Secret, and Timothy Johnson, Chief Financial Officer of Victoria's Secret, who had been appointed to their respective positions effective July 16, 2021, continue to serve as Chief Executive Officer and Chief Financial Officer, respectively, of Victoria's Secret following the Distribution.


The Information Statement under the sections entitled "Management" and "Compensation Discussion and Analysis" contains the biographical information about and compensation information for the newly appointed officers, respectively. Such information is incorporated by reference in this Item 5.02.