“Together or the hard way” is how BBRC founder Brett Blundy described the two paths in which Victoria’s Secret & Co. could address his concerns during a 2025 meeting, according to a proxy statement supplement filed Monday.
The activist investor’s proxy fight last week to push out two directors meant the hard way was now in motion.
Less than a month before the annual shareholder meeting, Victoria’s Secret & Co. board director Mariam Naficy will no longer seek re-election, per a Monday filing and letter to shareholders from the retailer. Naficy made the decision in light of the proxy battle waged by activist investor group BBRC last week, wherein Blundy pushed for the departures of Naficy and Chair of the Board Donna James.
Victoria’s Secret is now conducting a search for a new director and welcomes input from shareholders, including BBRC.
Over the course of a few years, Blundy had pushed for a board shakeup and for the consideration of his own candidacy.
Victoria's Secret in its new supplement filing detailed its history of interactions with BBRC and Blundy. Despite attempts from Blundy to gain a seat on the board, the retailer says it decided against the election partly because it "would result in serious reputational, legal, conflict of interest and governance risks.”
The board had questioned his "decisions to hire executives with a history of serious allegations of sexual harassment or other misconduct, and the reported and alleged instances of harassment and highly inappropriate employee policies” that occurred at portfolio companies under Blundy’s oversight.
While the retailer’s board opted not to move forward with his candidacy based on multiple reviews, it offered a “mutually agreeable resolution” consisting of an agreed upon independent director not affiliated with BBRC and a long-term information sharing agreement for Blundy, among other concessions.
However, this did not appease Blundy, who still opted to start a public proxy fight earlier this month. In addition to the concerns of misconduct by senior executives Blundy once hired, Victoria’s Secret’s board assessed that Blundy’s competing intimates brand Léays was also a concern preventing his board appointment, potentially going against antitrust regulations.
The retailer alleged a senior BBRC employee and trusted adviser to Blundy had visited at least 17 of the company’s retail stores in the United States and abroad in 2024, gaining access to “confidential sales information by falsely presenting himself as being affiliated” with Victoria’s Secret.
Victoria’s Secret’s vigilance as it relates to the sexual misconduct allegations are due to its history with former parent company L Brands, per the filing.
“Mr. Blundy and BBRC are not on the ballot and by misrepresenting normal-course due diligence, Victoria's Secret is trying to divert attention away from the campaign, which is focused on one thing: establishing accountable governance at the company,” a BBRC spokesperson said when Retail Dive asked for comment on the misconduct findings alleged by Victoria’s Secret.
Such accountable governance, in BBRC’s view, would include the exit of James who has been with the retailer in some form for about 25 years. That tenure included the overseeing of a major legal settlement including founder Leslie Wexner that highlighted an alleged culture of sexual misconduct at L Brands, per BBRC.
