Victoria's Secret faces proxy contest as director steps down
Victoria's Secret & Co. (NYSE: VSCO) filed a supplement to its proxy statement and sent a letter to shareholders as it faces a proxy contest from BBRC International Pte Limited and Chairman Brett Blundy ahead of its June 11 annual meeting.
The proxy contest seeks to oppose the re-election of two board members. Victoria's Secret stated it engaged with BBRC for four years, including consideration of Blundy's candidacy for the board, which was rejected due to what the company described as "serious reputational, legal, conflict of interest and governance risks."
Director Mariam Naficy informed the board she will not stand for re-election due to professional commitments and the time required to address the proxy contest. The board is searching for a new director with technology and artificial intelligence capabilities.
Victoria's Secret reported 152% total shareholder return since CEO Hillary Super's appointment was announced on August 14, 2024. The company stated this outperformed its analyst peer group, the S&P Consumer Discretionary Distribution Retail index, and the S&P 600.
For fiscal 2025, the company reported comparable sales growth of 5%, results that exceeded guidance, and adjusted net income growth of 15%. Fourth quarter 2025 revenue was the highest since becoming an independent public company, according to the filing.
The board added three independent directors since 2022 and appointed Super to the board in 2024. Currently, 80% of directors and all committee chairs are women.
Victoria's Secret operates 1,420 retail stores in approximately 70 countries and employs more than 30,000 associates globally through its Victoria's Secret, PINK, and Adore Me brands.
