Victoria's Secret & Co. DEFA14A Filing

From the Filing

0001193125-25-264840.txt : 20251104 0001193125-25-264840.hdr.sgml : 20251104 20251104163457 ACCESSION NUMBER: 0001193125-25-264840 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20251104 DATE AS OF CHANGE: 20251104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Victoria's Secret & Co. CENTRAL INDEX KEY: 0001856437 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] ORGANIZATION NAME: 07 Trade & Services EIN: 311228823 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40515 FILM NUMBER: 251449757 BUSINESS ADDRESS: STREET 1: 4 LIMITED PARKWAY EAST CITY: REYNOLDSBURG STATE: OH ZIP: 43068 BUSINESS PHONE: 614-577-7000 MAIL ADDRESS: STREET 1: 4 LIMITED PARKWAY EAST CITY: REYNOLDSBURG STATE: OH ZIP: 43068 FORMER COMPANY: FORMER CONFORMED NAME: Victorias Secret & Co DATE OF NAME CHANGE: 20210412 DEFA14A 1 d32074ddefa14a.htm DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under § 240.14a-12 Victoria’s Secret & Co. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On November 4, 2025, Victoria’s Secret & Co. issued the following press release: Victoria’s Secret & Co. Board Comments on BBRC Letter The Board has engaged extensively with BBRC since its initial investment in May 2022 The Board is currently in the process of carefully vetting Brett Blundy’s candidacy and evaluating his other new demands Victoria’s Secret & Co. highlights significant momentum under new CEO Hillary Super, with total shareholder returns of 89% since her appointment, outperforming S&P 1500 Specialty Retail Index by 78% and peers used by research analysts by 91% November 4, 2025 — Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) today issued the following statement regarding the recent public letter from BBRC International Pte Limited (“BBRC”), and its Chairman, Brett Blundy, sent to VS&Co’s Board of Directors (the “Board”). The Board has engaged extensively with BBRC and is conducting a thorough review of Mr. Blundy in response to his demand for a Board seat and other changes. Members of the Board and management team have met extensively with Mr. Blundy and other BBRC representatives over the past three years, including during the previous evaluation of his director candidacy in late 2023 and early 2024. At the Board’s invitation, Mr. Blundy presented at the Board’s late September 2025 meeting, where he demanded his appointment to the Board and made multiple new demands including the resignation of the Board’s Chair, the suggestion that he should be made Chair, and other extensive changes to Board and committee composition. In response, the Board promptly launched a renewed evaluation of Mr. Blundy’s director candidacy, including additional required due diligence and vetting due to conflicts of interest and competitive concerns, and the potential for reputational and legal risk arising from past conduct-related issues at affiliates owned or controlled by BBRC, each of which has at various times been discussed with at least one of the four ou