Victoria's Secret Files 8-K on Director Changes and More

Ticker: VSCO · Form: 8-K · Filed: 2024-06-14T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, officer-appointment, director-election

Related Tickers: VSCO

TL;DR

VSCO board shakeup and officer appointments filed. Keep an eye on leadership changes.

AI Summary

Victoria's Secret & Co. filed an 8-K on June 14, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and financial statements/exhibits. The earliest event reported was on June 13, 2024.

Why It Matters

This filing indicates potential shifts in the company's leadership and governance structure, which could influence strategic decisions and investor confidence.

Risk Assessment

Risk Level: low — The filing is routine and reports on standard corporate governance events without immediate financial distress or significant operational changes.

Key Players & Entities

FAQ

Who has departed from Victoria's Secret & Co.'s board of directors?

The filing indicates the departure of directors, but specific names are not listed in the provided text.

Were any new directors elected to the board?

Yes, the filing reports on the election of directors.

What is the principal executive office address for Victoria's Secret & Co.?

The address is 4 Limited Parkway East, Reynoldsburg, OH 43068.

What is the SEC file number for Victoria's Secret & Co.?

The SEC file number is 001-40515.

What is the fiscal year end for Victoria's Secret & Co.?

The fiscal year end is February 1st (0201).

Filing Stats: 1,048 words · 4 min read · ~3 pages · Grade level 11.3 · Accepted 2024-06-14 16:15:57

Key Financial Figures

Filing Documents

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders (i) elected nine directors to serve until the 2025 annual meeting of stockholders, (ii) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to permit the exculpation of the Company's officers as permitted by Delaware law, (iii) approved, on an advisory basis, the compensation of the Company's named executive officers, (iv) approved an amendment to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan to increase the number of shares available for issuance under the plan by 4,800,000 shares, and (v) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024. The final voting results with respect to each of the five proposals are set forth below. Proposal 1. To elect nine directors to serve until the 2025 annual meeting of stockholders. Nominee For Against Abstain Broker Non-Votes Irene Chang Britt 49,451,286 8,204,197 1,038,603 8,437,784 Sarah Davis 44,404,876 13,250,737 1,038,473 8,437,784 Jacqueline Hernndez 44,356,970 13,298,831 1,038,285 8,437,784 Donna James 44,131,350 13,522,286 1,040,450 8,437,784 Rod Little 57,261,515 392,836 1,039,735 8,437,784 Mariam Naficy 44,392,003 13,254,129 1,047,954 8,437,784 Lauren Peters 49,711,060 7,943,786 1,039,240 8,437,784 Anne Sheehan 44,350,135 13,305,912 1,038,039 8,437,784 Martin Waters 49,360,958 9,245,830 87,298 8,437,784 Proposal 2. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to permit the exculpation of the Company's officers as permitted by Delaware law. For Against Abstain Broker Non-Votes 56,977,453 1,666,409 50,224 8,437,784 Proposal 3. To approve, on an advisory basis, the compensation of the Company's named executive officers. For Against Abstain Broker Non-Votes 48,667,832 9,966,586

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit 3.1 Amended and Restated Certificate of Incorporation of Victoria's Secret & Co. Exhibit 10.1 Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Form S-8 filed on July 19, 2021). Exhibit 10.2 Amendment to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICTORIA'S SECRET & CO. Date: June 14, 2024 By: /s/ Timothy Johnson Timothy Johnson Chief Financial and Administrative Officer

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