Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• Board highlighted 164% total shareholder return since CEO Hillary Super's appointment, significantly outperforming industry benchmarks and peers.

• Ongoing execution of the Path to Potential strategy is credited for recent growth and value creation.

• Board remains focused on sustaining momentum and maximizing shareholder value.

Voting matters and shareholder proposals

• BBRC International and Brett Blundy launched a proxy contest to withhold votes against two directors at the 2026 Annual Meeting.

• Board unanimously supports the targeted directors and opposes BBRC's campaign, citing risks associated with Blundy's candidacy.

• Board does not intend to extend the short-term shareholder rights plan, which expires May 18, 2026.

Board of directors and corporate governance

• Board consists of nine independent directors and CEO Hillary Super, led by independent Chair Donna James.

• Board composition balances continuity with fresh perspectives, including three new independent directors since 2022.

• Board met 35 times over the past three fiscal years, demonstrating high engagement.

• Board conducted a comprehensive review of Blundy's candidacy, identifying reputational, legal, and governance risks.