Victoria's Secret & Co. DEF 14A Filing

Ticker: VSCO · Form: DEF 14A · Filed: 2024-05-03T00:00:00.000Z

Sentiment: neutral

Filing Stats: 4,556 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2024-05-03 16:16:20

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 70 CEO Pay Ratio 71 Pay Versus Performance 75 PROPOSAL THREE: Advisory Approval of Compensation of Named Executive Officers 76 PROPOSAL FOUR: Amendment to VS 2021 Stock Plan 86 Beneficial Ownership of Shares 88 Audit Committee Matters 89 PROPOSAL FIVE: Ratification of Appointment of Independent Registered Public Accounting Firm 91 Stockholder Proposals for the 2025 Annual Meeting 92 Questions and Answers PROXY SUMMARY PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information you should consider. We urge you to read the entire Proxy Statement carefully before voting. Proxy Statement This Proxy Statement is furnished to stockholders of Victoria's Secret & Co. in connection with the solicitation of proxies by the VS&Co Board of Directors (the "Board") for use at the annual meeting of VS&Co stockholders to be held on June 13, 2024 (the "2024 Annual Meeting") and any adjournments or postponements thereof. This Proxy Statement is dated as of May 3, 2024 and is first being sent or otherwise made available to stockholders of record on or about May 3, 2024. The Notice of Internet Availability of Proxy Materials (the "Notice") directs stockholders to a website where they can access our proxy materials, including this Proxy Statement, the Notice of Annual Meeting of Stockholders, and our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (the "2023 Annual Report"). This Proxy Statement, the Notice of Annual Meeting of Stockholders, and the 2023 Annual Report are available at www.proxydocs.com/VSCO . If you would prefer to receive a printed or electronic set of our proxy materials, please follow the instructions set forth in the Notice. ANNUAL MEETING INFORMATION June 13, 2024 8:30 a.m. Eastern Time April 15, 2024 DATE TIME RECORD DATE The 2024 Annual Meeting will be conducted exclusively online v

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