Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• Achieved 5% net sales growth in 2025, with adjusted operating income of $403M and adjusted EPS of $3.00, outperforming guidance despite tariff pressures.

• Transformation strategy, Path to Potential, focused on supercharging bra authority, recommitting to PINK, fueling beauty growth, and evolving brand projection.

• Leadership changes included the appointment of a new CEO and CFO, with a reorganized executive team to sharpen brand focus.

• Total shareholder returns since CEO transition reached 160%, significantly outperforming industry benchmarks.

Voting matters and shareholder proposals

• Stockholders will vote to elect ten directors, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as the independent auditor for 2026.

• Board unanimously recommends voting FOR all proposals.

• Proxy access and shareholder proposal procedures are outlined for the 2027 meeting.

Board of directors and corporate governance

• Board consists of ten directors, 90% independent, 80% women, and 40% racially or ethnically diverse.

• Annual election of all directors, majority voting standard, and independent Chair structure.

• Committees: Audit, Human Capital and Compensation, and Nominating and Governance, all composed of independent directors.

• Robust director evaluation, orientation, and ongoing education practices.