Attached files
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| EX-3.1 - EXHIBIT 3.1 - Bath & Body Works, Inc. | dp31722_ex0301.htm |
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 19, 2012
Limited Brands, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 19, 2012, the Board of Directors of Limited Brands, Inc. (the “Company”) approved certain amendments to the Company’s bylaws (i) to require the Board of Directors to call a special meeting of the Company’s stockholders at the written request of at least twenty-five percent (25%) of the voting power of the outstanding capital stock of the Company entitled to vote on the matter to be brought before the proposed special meeting (Section 1.02) and (ii) to subject special meeting requests made by Company stockholders to certain informational and procedural requirements (Section 1.02 and Section 1.12(a)). In connection with these amendments, the Board of Directors also voted to amend and restate the Company’s bylaws in their entirety. The foregoing amendments and the Amended and Restated Bylaws became effective as of July 19, 2012.
The preceding paragraph is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of Limited Brands, Inc. adopted July 19, 2012.
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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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Limited Brands, Inc.
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Date: July 19, 2012
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By
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/s/ Douglas L. Williams
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Name:
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Douglas L. Williams
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Title:
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Executive Vice President & General Counsel
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