VSCO - Victoria's Secret & Co.

What This Filing Is

This is a preliminary proxy statement (PREC14A) filed by BBRC International PTE Limited and affiliated entities (collectively, "BBRC"), led by Brett Blundy, a Singapore-based global retail investment group. BBRC is soliciting votes against the re-election of two specific Victoria's Secret & Co. board members at the company's 2026 Annual Meeting — it is not nominating an alternative slate of directors.

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Background

Victoria's Secret & Co. (VSCO) became an independent public company following its spin-off from L Brands, Inc. in August 2021. BBRC began accumulating shares in 2022 and is currently the company's second-largest stockholder. Since its initial investment, BBRC has engaged privately with management and the Board on issues including Board composition, capital allocation, and governance. Those efforts included a multi-year attempt by BBRC founder Brett Blundy to join the Board, which the Board declined. Following the Board's repeated rejection of BBRC's governance proposals and refusal to appoint Blundy as a director, BBRC has escalated to a public proxy solicitation targeting two specific directors.

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What the Filer Is Demanding

• Vote AGAINST the re-election of Donna James, Chair of the Board, citing her approximately 25-year tenure across predecessor companies (Intimate Brands, The Limited, L Brands, and VSCO) and her role overseeing the period of the company's financial underperformance
• Vote AGAINST the re-election of Mariam Naficy, a member of the Board's Nominating and Governance Committee, citing her role as what the company's own proxy statements described as "a key partner in overseeing the acquisition of Adore Me"
• Vote AGAINST the advisory say-on-pay proposal (Proposal 2), citing misalignment between pay and performance
• Vote FOR the ratification of Ernst & Young LLP as independent auditor (Proposal 3) — no recommendation made
• Vote FOR the eight remaining (unopposed) director nominees

BBRC is not seeking Board seats for itself, not nominating an alternative slate, and is not seeking to acquire control of the company.

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Key Arguments Made

Financial Underperformance:

• Net sales declined from $6,785 million (FY2021) to $6,553 million (FY2025)
• Net income fell from $646 million to $161 million, a 75.1% decline
• Operating income fell from $870 million to $271 million; operating margins compressed from 12.8% to 4.1%
• Diluted EPS declined from $7.18 to $1.93
• General, administrative, and store operating expenses rose from $1.89 billion (27.8% of net sales) to $2.11 billion (32.3% of net sales), an increase of $223 million against lower revenues
• The company-operated store base shrank from 899 to 790 locations
• VSCO underperformed its self-selected peer group (S&P 500 Consumer Discretionary Distribution & Retail Index) by approximately 92 percentage points from May 2022 through May 1, 2026

Missed Investor Day Targets:

• At its October 2023 Investor Day, the company projected FY2026 revenue of ~$7.4 billion and operating margins of 10–12%; the company's own FY2026 guidance of $6.85–$6.95 billion revenue and ~6.5% operating margin falls well short of both targets

Failed Adore Me Acquisition:

• VSCO spent approximately $591 million to acquire Adore Me
• The company took $155.9 million in pre-tax charges in FY2025 alone, including a $119.6 million impairment of long-lived assets and $36.3 million in inventory reserves and severance
• Performance-based earnout resulted in zero dollars owed, as Adore Me failed to meet its EBITDA and net revenue targets
• BBRC characterizes Ms. Naficy as the director most directly responsible for overseeing this acquisition based on the company's own proxy statement disclosures

Capital Allocation Concerns:

• The company repurchased $625 million in stock at an average price of approximately $44.53 per share, while the volume-weighted average price over the same period was $30.34 — a 47% premium to VWAP
• BBRC argues the buyback program reflected indifference to value, as the Board failed to accelerate purchases when prices fell

Donna James Tenure and Governance:

• Ms. James has served approximately 25 years across predecessor entities and VSCO
• She was named as a defendant in stockholder derivative litigation (Rudi v. Wexner, et al.) related to L Brands governance failures, including failures of board oversight, alleged sexual harassment, and alleged ties to Jeffrey Epstein; the case settled for $90 million in governance reforms during her tenure as Audit Committee Chair
• BBRC notes that more than 75% of S&P 500 companies with director tenure limits cap tenure at 15 years or less
• The Board waited three or more years and oversaw 70%+ stockholder value destruction before replacing the prior CEO

Executive Compensation Concerns:

• Despite a 13% decline in FY2025 GAAP operating income and a 6% decline in GAAP EPS, named executive officer payouts were weighted at 154% of target in FY2025, up from 126% in FY2024
• A 2025 strategic modifier — based on "Mitigating Tariff Impact" and "Strategic Change Leadership" — paid out at the maximum 15% modification
• The maximum PSU payout hurdle was lowered to 15% operating income CAGR for 2025 from 20% in 2024
• BBRC alleges the company uses a different TSR benchmark (S&P 1500 Specialty Retail Index) for PSU assessment than the one used in Pay Versus Performance disclosures (S&P 500 Consumer Discretionary Distribution & Retail Index), resulting in reported 16.7% outperformance rather than 46.8% underperformance on a three-year basis

Anti-Stockholder Governance:

• The Board unilaterally adopted a shareholder rights plan (poison pill) in May 2025 without stockholder approval, citing BBRC's accumulation of shares; BBRC notes the company has since disclosed it will not renew the pill
• Non-executive directors collectively own approximately 0.321% of outstanding shares, with roughly 97% received via company grants rather than personal purchases
• BBRC states it has personally purchased more than 1,462 times the number of shares the entire Board has personally bought since the spin-off

Engagement History:

• BBRC describes a multi-year engagement beginning in April 2022 that included meetings with Board members, formal requests for a Board seat, and multiple written proposals
• The Board declined to appoint Blundy as a director, citing (among other things) the 2021 L Brands derivative settlement agreement, a characterization BBRC disputes
• Three successive settlement proposals from the Board (January 2024, December 2025, January 2026) included information-sharing arrangements and standstill restrictions but, in BBRC's view, did not address Board leadership succession or Ms. James' tenure
• BBRC estimates the total cost of this proxy solicitation at approximately $7 million

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Meeting Date

June 11, 2026, at 8:30 a.m. Eastern Time (virtual meeting via live audio webcast at www.proxydocs.com/VSCO). Record date: April 15, 2026.

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Activist Identity

BBRC International PTE Limited, together with affiliates BBFIT Investments Pte Ltd, The BB Family International Trust, and Brett Blundy (founder and sole shareholder of BBRC International). BBRC discloses beneficial ownership of approximately 10,310,631 shares, representing approximately 13.0% of outstanding common stock, making it the company's second-largest stockholder after BlackRock (13.8%).

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Status

This is a preliminary proxy statement (PREC14A) dated May 4, 2026. No definitive proxy has been filed yet. The filing is subject to completion and SEC review before a final version is distributed to stockholders. The proxy contest is at an early stage.