BBRC says Victoria’s Secret filing an attempt to ‘distract’ shareholders

BBRC International PTE Limited, a long-term stockholder of Victoria’s Secret (VSCO) & Co. and owner of approximately 13% of the company’s outstanding shares, issued the following statement in response to the company’s May 11, 2026 public disclosures: “The Company’s latest filing is another attempt by the Board to distract stockholders from years of poor oversight, failed capital allocation decisions, repeated management turnover and significant stockholder value destruction under Chair Donna James. BBRC is not on the ballot at this year’s annual meeting. Our campaign is focused on one thing: establishing accountable governance at VS to ensure the Board does not repeat the mistakes of its past. That begins with the exit of Ms. James, whose 25-year directorship across VS and its predecessors includes the misallocation of $625 million to poorly executed stock repurchases, the failed $591 million Adore Me acquisition, tolerance of a 70%-plus stock decline before finally changing executives, and being named as a defendant in the $90 million Rudi v. Wexner lawsuit that arose from alleged oversight failures during her tenure as L Brands’ Audit Committee Chair when CEO Les Wexner maintained close ties to convicted sex offender Jeffrey Epstein. The Board has yet to explain how Ms. James’ track record of multi-year underperformance and three consecutive elections of declining support from stockholders merits reelecting her to a 26th year on the Board. The Board’s continued acceptance of Ms. James’ leadership is hard to reconcile with her record. Ms. James chaired the L Brands Audit Committee from 2005 to 2019, when Mr. Wexner maintained close ties to Jeffrey Epstein. Those facts were part of the derivative lawsuit that named Ms. James as a defendant, resulted in a $90 million settlement and led to reforms that were specifically directed at the Audit Committee she chaired. Stockholders are entitled to ask whether Ms. James’ Audit Committee fulfilled its risk-oversight responsibilities – and how the same Board now invoking ‘reputational risk’ against BBRC has determined it has no concerns about Ms. James’ record. The Board’s announcement that Mariam Naficy – the director most responsible for failed M&A – will not stand for reelection validates our case for change but does not do enough to address stockholders’ concerns about weak management oversight and poor governance. For this reason, stockholders should vote against Ms. James at the 2026 annual meeting. We support the operational turnaround underway and believe governance reform is necessary to sustain it – starting with the appointment of a new, independent Chair who will bring a fresh perspective and relevant skill sets. We urge stockholders to vote AGAINST Ms. James at this year’s annual meeting.”