Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• Highlighted strong operational and financial momentum under the Path to Potential strategy, with a 141% total shareholder return since August 2024.

• Fiscal 2025 saw comparable sales growth, improved profitability, and brand expansion across channels and geographies.

• Analyst sentiment and price targets have significantly improved, reflecting confidence in leadership and strategy.

• Proxy contest initiated by BBRC International Pte Limited is viewed as a threat to ongoing momentum.

Voting matters and shareholder proposals

• Urged shareholders to vote "FOR" all highly qualified directors at the June 11, 2026 Annual Meeting.

• Proxy contest by BBRC International Pte Limited and its chairman Brett Blundy seeks board changes, but management argues no compelling case for disruption.

Board of directors and corporate governance

• Board led by independent Chair Donna James, refreshed with three new independent directors since 2022.

• Board possesses diverse expertise in women's intimates, apparel, beauty, strategic planning, marketing, technology, and finance.

• CEO Hillary Super appointed for her merchant leadership and customer connection skills.

• Board partnered with CEO to architect and execute the Path to Potential strategy.