VSCO News & Events

BBRC International, a long-term stockholder of Victoria's Secret & Co. and owner of approximately 13% of the Company's outstanding shares, issued a statement in response to the Company's May 20 presentation. The statement read, in part, "Over the past year, VS has repeatedly misrepresented BBRC's intentions while ignoring every concern we have raised regarding the Board's slow and poor decision-making during the 25-year tenure of Chair Donna James. Stockholders should note where VS has chosen to focus its defense. Rather than explain why Ms. James should be trusted with a 26th year after the record of the last 25, the Board has devoted its presentation to attacking BBRC. A board confident in its Chair's record defends that record - it does not change the subject. As a large, committed stockholder that has owned shares since 2022 and brings a highly relevant background in the global lingerie and specialty retail sector, we are deeply disappointed in the Board's refusal to acknowledge its errors and make a common-sense change to ensure similar mistakes are not repeated. We acknowledge the turnaround that has begun under CEO Hillary Super - the Company's claim that we do not is false. But a few quarters of recovery do not erase the mistakes made under Ms. James' oversight, nor do they justify keeping the leader who made a turnaround necessary. After 25 years, we believe it is uncontroversial for Ms. James to step aside so a new Chair can ensure the turnaround is successful over the long term. Because the Board has refused to address Chair succession, it now falls to stockholders to advocate for the change."

BBRC International PTE Limited, a long-term stockholder of Victoria's Secret & Co. and owner of approximately 13% of the company's outstanding shares, issued the following statement in response to the company's May 11, 2026 public disclosures: "The Company's latest filing is another attempt by the Board to distract stockholders from years of poor oversight, failed capital allocation decisions, repeated management turnover and significant stockholder value destruction under Chair Donna James. BBRC is not on the ballot at this year's annual meeting. Our campaign is focused on one thing: establishing accountable governance at VS to ensure the Board does not repeat the mistakes of its past. That begins with the exit of Ms. James, whose 25-year directorship across VS and its predecessors includes the misallocation of $625 million to poorly executed stock repurchases, the failed $591 million Adore Me acquisition, tolerance of a 70%-plus stock decline before finally changing executives, and being named as a defendant in the $90 million Rudi v. Wexner lawsuit that arose from alleged oversight failures during her tenure as L Brands' Audit Committee Chair when CEO Les Wexner maintained close ties to convicted sex offender Jeffrey Epstein. The Board has yet to explain how Ms. James' track record of multi-year underperformance and three consecutive elections of declining support from stockholders merits reelecting her to a 26th year on the Board. The Board's continued acceptance of Ms. James' leadership is hard to reconcile with her record. Ms. James chaired the L Brands Audit Committee from 2005 to 2019, when Mr. Wexner maintained close ties to Jeffrey Epstein. Those facts were part of the derivative lawsuit that named Ms. James as a defendant, resulted in a $90 million settlement and led to reforms that were specifically directed at the Audit Committee she chaired. Stockholders are entitled to ask whether Ms. James' Audit Committee fulfilled its risk-oversight responsibilities - and how the same Board now invoking 'reputational risk' against BBRC has determined it has no concerns about Ms. James' record. The Board's announcement that Mariam Naficy - the director most responsible for failed M&A - will not stand for reelection validates our case for change but does not do enough to address stockholders' concerns about weak management oversight and poor governance. For this reason, stockholders should vote against Ms. James at the 2026 annual meeting. We support the operational turnaround underway and believe governance reform is necessary to sustain it - starting with the appointment of a new, independent Chair who will bring a fresh perspective and relevant skill sets. We urge stockholders to vote AGAINST Ms. James at this year's annual meeting."