BBRC urges Victoria's Secret shareholders to vote against board chair

BBRC International PTE Limited, which owns approximately 13% of Victoria's Secret & Co. (NYSE: VSCO) shares, issued a statement responding to the company's May 20 presentation and urging stockholders to vote against Board Chair Donna James at the June 11 annual meeting.

BBRC criticized James' 25-year tenure overseeing Victoria's Secret, citing what it considers poor decision-making and financial underperformance. The activist investor highlighted several issues under James' leadership, including the appointment and three-year retention of former CEO Martin Waters, the $591 million acquisition of Adore Me that resulted in $156 million in impairments and restructuring charges, and poorly timed share repurchases.

The company has filed a definitive proxy statement with the Securities and Exchange Commission to solicit votes against James' election. BBRC acknowledged the turnaround efforts under current CEO Hillary Super but argued that recent recovery does not justify retaining the chair who "made a turnaround necessary."

According to BBRC's statement, Victoria's Secret reduced its operating margin guidance to 6.2%-6.7% from the 10%-12% target announced at the 2023 Investor Day for fiscal year 2026. The activist investor also noted that $375 million in authorized capital remained undeployed for share repurchases during periods when total shareholder return was negative 51-57%.

BBRC stated it is not seeking to disrupt the company's current momentum but rather to "protect and accelerate it" by removing James from board leadership. The group emphasized it supports the ongoing business turnaround while advocating for new board leadership.

Victoria's Secret has not immediately responded to BBRC's latest statement regarding the proxy contest.

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