Victoria’s Secret board comments on BBRC International proxy contest

The board of Victoria’s Secret (VSCO) shared the following update regarding BBRC International and its chairman Brett Blundy’s decision to launch a proxy contest seeking to withhold votes against two directors at the company’s upcoming 2026 annual meeting of shareholders. The company said, “The Company’s ongoing Path to Potential strategy is creating significant value for shareholders. The Board took decisive action to put the Company on a new growth trajectory, including with the appointment of Hillary Super as CEO in late 2024. Since announcing Ms. Super’s appointment, the Company has delivered total shareholder returns of 164%, outperforming the S&P 500 Consumer Discretionary Distribution & Retail Index by 124% and the peers used by research analysts by 172%. While the Board is pleased with the strong progress in executing the Company’s strategy, its number one priority is to continue driving this momentum. The Board is disappointed that Mr. Blundy and BBRC have launched a distracting campaign, which appears to be in response to the Board’s decision not to appoint him as a director. The Board and management have engaged extensively with Mr. Blundy over several years. Across these interactions, his primary focus has been to obtain a Board seat for himself. The Board conducted a thorough and independent evaluation of Mr. Blundy’s candidacy on two separate occasions. Most recently, in November 2025, the Board rejected his candidacy after concluding that his appointment would introduce serious reputational, legal, conflict of interest and governance risks, threatening the progress the Company has made and its path forward. Notwithstanding the Board’s concerns, the Board proposed a framework for a collaborative resolution, which included adding a mutually agreed director to the Board, considering Mr. Blundy’s input in a Board review of the Company’s capital allocation, and entering into a longer-term information sharing agreement that would allow Mr. Blundy to provide the Board with his ideas. Unfortunately, Mr. Blundy refused to meaningfully engage on a resolution that did not include his own appointment to the Board. The Board has the right mix of skills and experience to maximize value for shareholders. The Board is composed of nine independent directors and CEO Hillary Super and is led by independent Chair Donna James, reflecting a strong commitment to independent oversight and accountability. Collectively, the Board has the skills, expertise and U.S. public company board service experience to provide effective governance and strategic guidance as management executes the Company’s Path to Potential strategy. The Board is highly engaged, having met 35 times across the past three fiscal years as the Company navigated a highly competitive retail environment and supported execution through a volatile geopolitical landscape and supply chain upheaval. The Board’s composition balances continuity and deep Company knowledge with fresh perspectives, including from the addition of three new independent directors since 2022 and the appointment of CEO Hillary Super to the Board in 2024. The Board is unanimous in its support of the directors BBRC has chosen to target. Board Chair Donna James and Mariam Naficy have contributed meaningfully to establishing and overseeing the Company’s Path to Potential strategy and provide valuable expertise and perspective as the Company continues to execute it…”