Victoria's Secret (VSXY) Proxy filing summary

Executive summary

• Under new leadership and the Path to Potential strategy, operational and financial momentum has accelerated, with significant outperformance in total shareholder return (TSR) compared to peers and indices since the CEO transition in 2024.

• The board and management have refreshed over half of the senior leadership team, launched a focused strategic plan, and delivered five consecutive quarters exceeding guidance and consensus.

• The company urges shareholders to vote for all nine director nominees, emphasizing stability and continued execution over boardroom disruption amid a proxy contest initiated by BBRC.

• BBRC's campaign is characterized as lacking a credible alternative strategy and focused on personal interests, with the board highlighting its own good-faith engagement and decisive actions.

Voting matters and shareholder proposals

• Shareholders are urged to use the WHITE proxy card to vote for all nine highly qualified director nominees at the June 11, 2026, Annual Meeting.

• The board unanimously recommends voting for its slate, citing the need to maintain momentum and avoid disruption from BBRC's proxy campaign.

Board of directors and corporate governance

• The board, led by Chair Donna James, has undergone significant refreshment since the 2021 spin-off, adding three new independent directors since 2022.

• All board committees are chaired by women and are 100% independent, with deep expertise in retail, transformation, and international expansion.

• The board rejected BBRC Chairman Brett Blundy's candidacy due to reputational, legal, and governance risks, after extensive engagement and multiple reviews.

• Donna James is highlighted as a proven value creator with extensive public company board experience and strong shareholder support.