Victoria's Secret (VSCO) Proxy Filing summary

Executive summary

• Achieved year-over-year growth in net sales, operating income up 26%, and net income per share up 47% in 2024 compared to 2023.

• CEO transition in September 2024, with Hillary Super outlining a four-priority Path to Potential strategy focused on revitalizing brands, innovation, and customer engagement.

• Board and management emphasize operational efficiency, customer-centric culture, and product development to drive long-term value.

• Board Chair highlights transformation since independence, improved financials, and ongoing focus on sustainable growth and risk mitigation.

Voting matters and shareholder proposals

• Stockholders to vote on election of ten directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Annual meeting to be held virtually on June 18, 2025; only stockholders of record as of April 21, 2025, may vote.

• Proxy access and proposal submission procedures for 2026 annual meeting detailed.

Board of directors and corporate governance

• Board to expand to ten members, with a majority being independent and 89% women.

• Directors bring expertise in retail, finance, brand transformation, e-commerce, and governance.

• Board committees: Audit, Human Capital and Compensation, and Nominating and Governance, all chaired by independent directors.

• Annual director elections, majority voting standard, and robust performance evaluations.

• Stock ownership guidelines and anti-hedging/pledging policies in place.