Egan-Jones Recommends Victoria's Secret Shareholders Support All Management Nominees

NEW YORK, June 2, 2026 /PRNewswire/ -- Egan-Jones recommends that shareholders of Victoria's Secret & Co. vote FOR all management director nominees on the WHITE proxy card at the 2026 Annual Meeting. The recommendation follows a withhold campaign by BBRC International Pte Limited, a 13.0% shareholder, which seeks to withhold support from Board Chair Donna James on governance and capital allocation grounds.

Egan-Jones concludes that, despite legitimate criticism of the Company's earlier decisions, the Board has taken the actions that matter most and that a credible turnaround is underway. Since the announcement of Hillary Super's appointment in August 2024, Victoria's Secret has delivered approximately 141% total shareholder return, materially outperforming the market and relevant peers.

Egan-Jones' analysis states that the Board replaced the prior CEO, refreshed more than half of the senior leadership team, and launched the four-pillar Path to Potential strategy, which is producing measurable early results. Fiscal 2025 net sales reached $6.553 billion, representing a 5% comparable sales improvement over fiscal 2024 and a return to year-over-year growth following three consecutive years of declining or flat comparable sales. The Company also beat its own guidance and consensus expectations for five consecutive quarters.

Egan-Jones acknowledges BBRC's criticisms of the Adore Me acquisition, delayed CEO transition, and legacy governance issues from the L Brands era. Egan-Jones notes that Donna James bears board-level responsibility for those past decisions. However, Egan-Jones also states that James led the CEO search that resulted in Hillary Super's appointment and helped oversee the leadership and strategic changes now driving the Company's recovery.

The report further notes that BBRC has not presented a strategic plan demonstrably superior to what is currently in place. In Egan-Jones' view, the dissident's campaign reflects valid historical concerns, but those concerns do not outweigh the Company's current trajectory and improving operating and market performance.

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SOURCE Egan-Jones Ratings Company