Victoria's Secret (VSXY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, with a focus on sustaining recent business momentum and shareholder value creation.

• First quarter 2026 results exceeded guidance, with double-digit sales growth across all major brands and increased customer acquisition.

• Raised full-year 2026 outlook for net sales and adjusted operating income due to strong performance.

• Path to Potential strategy credited for driving growth in bras, PINK, and Beauty segments, and enhancing brand relevance.

• Forward-looking statements highlight confidence in continued growth, but acknowledge risks such as economic conditions and supply chain disruptions.

Voting matters and shareholder proposals

• Shareholders are urged to vote “FOR” all nine director nominees using the WHITE proxy card.

• Proxy advisors ISS, Glass Lewis, and Egan-Jones all recommend voting for the company’s nominees.

• BBRC International Pte Limited is campaigning against the Board Chair but has not nominated alternative candidates.

• Employees who are shareholders are encouraged to support the Board’s nominees and disregard BBRC’s materials.

Board of directors and corporate governance

• Board led by Independent Chair Donna James, with active oversight and strategic guidance.

• CEO Hillary Super’s appointment in August 2024 marked a period of significant outperformance and value creation.

• All director nominees are described as highly qualified and supported by independent proxy advisors.