Victoria's Secret & Co. (NYSE: VSCO) announced its board has rejected a proxy contest launched by BBRC International and Chairman Brett Blundy, who is seeking to withhold votes against two directors at the company's 2026 annual meeting.

The board stated that since announcing CEO Hillary Super's appointment in late 2024, the company has delivered total shareholder returns of 164%. This performance outpaced the S&P 500 Consumer Discretionary Distribution & Retail Index by 124% and analyst peer groups by 172%, according to the press release.

The board conducted evaluations of Blundy's candidacy for a director position on two occasions, most recently rejecting his appointment in November 2025. The board cited concerns about "serious reputational, legal, conflict of interest and governance risks" that his appointment would introduce.

BBRC's proxy contest targets Board Chair Donna James and director Mariam Naficy. The Victoria's Secret board expressed unanimous support for both directors, stating they have contributed to establishing the company's Path to Potential strategy.

The board offered Blundy a collaborative framework that included adding a mutually agreed director, considering his input on capital allocation review, and establishing an information sharing agreement. The board stated Blundy refused to engage on any resolution that did not include his own board appointment.

Victoria's Secret's board consists of nine independent directors plus CEO Super, led by independent Chair Donna James. The company has added three new independent directors since 2022.

The board noted it does not presently intend to extend a short-term shareholder rights plan adopted in response to BBRC's share accumulation. The rights plan expires May 18, 2026.