Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• Supplement to the definitive proxy statement addresses a proxy contest initiated by BBRC International Pte Limited, opposing the re-election of two board members at the 2026 Annual Meeting of Shareholders.

• Board highlights four years of engagement with BBRC and details its rationale for rejecting Brett Blundy's candidacy due to reputational, legal, and governance risks.

• Letter to shareholders emphasizes strong operational and financial performance, including a 152% total shareholder return since the CEO's appointment in August 2024.

• Board urges shareholders to vote for its nominees to maintain strategic momentum and value creation.

Voting matters and shareholder proposals

• Shareholders are asked to vote for all board nominees using the WHITE proxy card at the 2026 Annual Meeting.

• BBRC's proxy contest seeks to oppose the re-election of two current board members.

• Director Mariam Naficy will not stand for re-election due to professional commitments and the demands of the proxy contest.

Board of directors and corporate governance

• Board has added three new independent directors since 2022 and appointed CEO Hillary Super to the board in 2024.

• 80% of current directors and all committee chairs are women, bringing relevant expertise and customer insight.

• Board is searching for a new director with technology and AI expertise, welcoming shareholder input.

• Board composition is regularly evaluated to ensure alignment with strategic needs.