BBRC International PTE Limited, which owns approximately 13% of Victoria's Secret & Co. (NYSE: VSCO), filed a preliminary proxy statement seeking stockholder votes against two board members at the company's 2026 annual meeting.

The investment firm plans to solicit votes against Chair Donna James, who has served 25 years on the board, and Director Mariam Naficy. BBRC cited concerns about board oversight following what it characterized as failed capital allocation decisions totaling $1.2 billion.

Victoria's Secret acquired Adore Me for approximately $591 million in 2023, with management stating the deal would be earnings and cash flow accretive within the same year. The company has since recorded more than $155 million in impairments and restructuring charges related to the acquisition, with zero dollars paid under the performance-based earnout structure.

BBRC pointed to Victoria's Secret's financial performance since spinning off from L Brands in August 2021. Net income declined from $646 million to $161 million between fiscal years 2021 and 2025, a 75% decrease. Operating margins fell from 12.8% to 4.1% during the same period.

The company repurchased 14 million shares for $625 million at an average price 47% above the volume-weighted average stock price, according to BBRC's analysis. The investment firm stated Victoria's Secret shares underperformed the S&P 500 Consumer Discretionary Distribution & Retail Index by approximately 92 percentage points since BBRC's initial investment.

Victoria's Secret adopted a poison pill in May 2025 without stockholder approval, according to the filing. BBRC noted that seven of nine non-executive directors have never purchased shares while serving on the board.

The company's fiscal 2026 guidance projects revenue of $6.85-$6.95 billion and operating margin of approximately 6.5%, falling short of targets set at the 2023 Investor Day.