Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• BBRC, holding 13% of shares, is soliciting votes against two incumbent directors, Donna James (Chair) and Mariam Naficy, citing persistent underperformance, poor capital allocation, and governance failures since the 2021 spin-off from L Brands.

• BBRC is not seeking board control or nominating alternative directors, but urges targeted board refreshment to support the ongoing turnaround under new CEO Hillary Super.

• BBRC highlights a 92 percentage point underperformance versus peers, $1.2 billion in poorly executed buybacks and M&A, and a negative 55% total shareholder return since its initial investment.

• The solicitation follows years of engagement with the board, including failed attempts to add a BBRC representative and repeated calls for governance reform.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the election of ten directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as auditor.

• BBRC urges votes against James and Naficy, citing the board’s majority voting standard, which requires directors to receive more “for” than “against” votes to be elected.

• BBRC recommends voting against the executive compensation proposal due to misalignment with performance and recommends no position on the auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by January 1, 2027, with additional nomination procedures outlined in the bylaws.

Board of directors and corporate governance

• BBRC criticizes excessive director tenure, especially James’ 25 years, and the board’s resistance to refreshment and shareholder representation.

• The board’s adoption of a poison pill in response to BBRC’s share accumulation is cited as anti-shareholder governance; the board has since decided not to extend it.

• BBRC notes the board’s low personal share ownership compared to BBRC’s significant investment.