Victoria's Secret & Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Stockholders will elect nine directors to serve until the next annual meeting; BBRC is soliciting votes AGAINST the election of Donna James and FOR the remaining Company nominees.

2. 2

   Advisory Approval of Compensation of Named Executive Officers

   ManagementBoard: FOR

   A non-binding, advisory 'say-on-pay' vote asking stockholders to approve the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.

   More detail

   This proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy materials. Management and the Board seek stockholder endorsement both as a governance signal and to validate the design and outcomes of their compensation program, while reserving the right to consider the vote’s result in future adjustments. The context includes BBRC’s explicit criticism that the current program is misaligned with operating performance, pointing to outsized payouts despite declining GAAP operating income and EPS, the use of a strategic modifier with subjective criteria, and lower hurdles for maximum PSU payouts. The Board’s rationale for seeking approval is procedural and customary—Section 14A requires the advisory vote and the Board relies on it to gauge investor sentiment—rather than contingent on any particular single metric. BBRC recommends voting AGAINST, arguing the program rewards executives despite deteriorating results, uses inconsistent benchmarking (different TSR comparators for disclosure versus PSU payouts), and applies discretionary modifiers that may dilute rigor. From an analyst perspective, the key governance question is whether the Board will meaningfully respond to a negative advisory vote given BBRC’s contention that prior negative votes (about 25% opposition in 2025) did not produce substantive changes. The outcome matters for signaling executive accountability: a strong negative vote could pressure the Human Capital and Compensation Committee to tighten metrics, adjust benchmarking, or limit discretion; conversely, a muted response by the Board would indicate limited holder influence over pay outcomes. Given the Board’s apparent continuation of the existing design despite past dissent, investors should weigh whether a symbolic 'against' vote (as BBRC advocates) effectively signals the need for corrective change or whether engagement and subsequent proposals would be more constructive. Overall, the proposal poses a governance trade-off between expressing dissatisfaction with pay outcomes and allowing management the latitude claimed necessary to run the business during a turnaround.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Victoria's Secret & Co 2026 annual meeting?

Victoria's Secret & Co (VSXY) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Victoria's Secret & Co 2026 meeting?

The record date for the Victoria's Secret & Co 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Victoria's Secret & Co's 2026 meeting?

The board is presenting 9 director nominees at the Victoria's Secret & Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Victoria's Secret & Co 2026 meeting?

Shareholders will vote on 3 proposals at the Victoria's Secret & Co 2026 meeting, each tagged with who proposed it and the board's recommendation.