Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually for shareholders of record as of April 15, 2026.

• A significant shareholder, BBRC, has launched a campaign to withhold votes for certain directors, prompting extensive engagement and supplemental proxy materials.

• Director Mariam Naficy will not stand for re-election, reducing the board size from 10 to nine.

• The board recommends voting for all nine director nominees, for the advisory vote on executive compensation, and for the ratification of Ernst & Young LLP as auditor.

Voting matters and shareholder proposals

• Proposals include the election of nine directors, an advisory vote on executive compensation, and ratification of the auditor.

• Shareholders are urged to use the revised WHITE proxy card and disregard BBRC's gold proxy card.

• Majority of votes cast is required for approval of each proposal; abstentions and broker non-votes have no effect.

• The company will bear all solicitation costs, with additional expenses due to the BBRC campaign, including up to $750,000 for proxy solicitor Innisfree and total expected costs of $6.5 million.

Board of directors and corporate governance

• The board has engaged extensively with BBRC over several years, including evaluating and ultimately rejecting Brett Blundy's candidacy for the board due to reputational, legal, and conflict of interest concerns.

• The board adopted a limited-duration rights plan with a 15% trigger to protect against creeping control after BBRC increased its stake and launched a competing business.

• The board has offered to collaborate with BBRC by adding a mutually agreed independent director, reviewing capital allocation, and entering an information-sharing agreement, but not appointing Blundy.