Victoria's Secret (VSXY) Proxy filing summary

Executive summary

• Launched a dedicated website to support the 2026 Annual Meeting and communicate with shareholders.

• Highlighted a 141% total shareholder return since the CEO's appointment in August 2024, outperforming key indices and peers.

• Emphasized the success of the Path to Potential strategy, including growth in core product lines and market share.

• Urged shareholders to vote for all nine board nominees using the WHITE proxy card to maintain strategic momentum.

Voting matters and shareholder proposals

• Shareholders are asked to vote for all nine board nominees at the June 11, 2026 Annual Meeting.

• The board opposes a proxy contest initiated by BBRC, citing risks to ongoing strategy and value creation.

• Voting instructions provided for internet, telephone, and mail submissions.

Board of directors and corporate governance

• Three new independent directors added since 2022, ensuring a refreshed and skilled board.

• Board members bring expertise in retail, finance, governance, and transformation.

• Anne Sheehan leads the Nominating and Governance Committee, leveraging deep governance experience.

• The board rejected BBRC Chairman Brett Blundy’s candidacy twice due to reputational and governance concerns.

• The board adopted a limited-duration shareholder rights plan in May 2025 to protect shareholder interests.