Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• BBRC International PTE Limited, owning 13% of shares, is soliciting proxies to vote against the re-election of Donna James, Chair of the Board, at the 2026 Annual Meeting, citing persistent underperformance and governance failures over her 25-year tenure.

• BBRC is not seeking control or nominating alternative directors, but urges targeted board refreshment to improve oversight, capital allocation, and accountability.

• The proxy contest is focused on holding the Board accountable for years of value destruction, failed acquisitions, and misaligned executive compensation, while supporting ongoing turnaround efforts.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor.

• BBRC recommends voting against Donna James, against the executive compensation proposal, and makes no recommendation on the auditor ratification.

• Shareholders can submit proposals for the 2027 meeting by January 1, 2027, and nominate directors under specific bylaw procedures.

Board of directors and corporate governance

• BBRC criticizes the Board for excessive tenure, lack of independence, and failure to refresh leadership, especially regarding Donna James.

• The Board’s delayed CEO/CFO transitions and resistance to adding a shareholder representative are highlighted as governance weaknesses.

• The Board adopted a shareholder rights plan (poison pill) in response to BBRC’s share accumulation, but will not extend it beyond May 2026.