Dive Brief:
- BBRC International PTE Limited filed a proxy statement to solicit votes against reelecting two independent directors on Victoria’s Secret & Co’s board to help “accelerate” transformation, per a Monday press release and shareholder letter. The activist investor, led by Brett Blundy, said it thinks Chair of the Board Donna James has served an excessively long tenure and that Mariam Naficy’s involvement in the “failed” acquisition of Adore Me represents a lack of capital allocation oversight.
- BBRC also called out the board’s adoption of a poison pill in 2025 and alleged minimal investment in the company’s stock by independent directors as examples of anti-stockholder governance.
- Victoria’s Secret & Co.’s board is “is unanimous in its support of the directors” BBRC has targeted, per a company release Tuesday. The retailer alleged that Blundy’s move is in response to the company’s decision to not appoint him to the board after reviews found that doing so “would introduce serious reputational, legal, conflict of interest and governance risks,” per the release.
Dive Insight:
The limited-duration shareholder rights plan — or poison pill — that Victoria's Secret adopted last year is set to expire later this month.
The decision was enacted to prevent the “substantial accumulation” of company stock by BBRC. BBRC started increasing its position in Victoria’s Secret in March to around 13% of outstanding shares, making it one of the retailer’s largest stockholders.
Now, BBRC is back with a renewed effort to change governance at the company ahead of the retailer’s 2026 annual shareholder meeting on June 11. The suggested changes to the board of directors are intended to support CEO Hillary Super’s broader transformation efforts, according to BBRC.
“Ms. Super is building a new VS,” Blundy said in the letter. “She deserves a Board that matches her ambition. Voting against Ms. James’ and Ms. Naficy’s reelection is akin to ‘addition by subtraction’ – we believe that a Board without them will bring fresh judgment to capital allocation, free management to focus on the core business rather than optimizing a failed acquisition and attract directors with the expertise this next phase demands. These are not changes that disrupt the turnaround. They are changes that accelerate it.”
Victoria’s Secret, however, is “disappointed” in Blundy’s decision to undergo this campaign despite the retailer’s efforts to propose a resolution. The retailer offered to add a mutually agreed director to the board and enter into a “longer-term information sharing agreement that would allow Mr. Blundy to provide the Board with his ideas,” the company said.
However, the company said Blundy would not engage in such a proposal unless it involved his own appointment to the board.
Victoria’s Secret & Co’s full fiscal year 2025 net sales increased 5% year over year to $6.6 billion. The company in March announced that it continues to evaluate options for the Adore Me business and initiated a strategic review of the DailyLook asset, which came from the Adore Me acquisition.
