VS Board Re-Elected

An image on the Victoria's Secret website.

Victoria’s Secret announced that shareholders have re-elected all nine of the directors the company had put up, rejecting a move by Brett Blundy, a prominent shareholder, to remove board chair Donna James.

Blundy, and his investment firm BBRC of Australia, which has controlled about 13% of the company shares, had laid out an extensive case for mismanagement, and sought to remove the chairperson and another member, and place himself or allies on the board. Working against him in this is the fact that sales and profits are up at VS, with the stock rising from about $18.62 on June 16 last year to $78.68 on June 12, 2026. 

According to Victoria’s Secret, “the preliminary results indicate Ms. James received the approval of over 99% of the votes cast, excluding the votes cast by BBRC International Pte Limited, which waged a proxy contest against the re-election of Ms. James and voted against all company director nominees other than CEO Hillary Super. As a percentage of all votes cast, Ms. James was re-elected with over 83% approval. Each of the company’s other director nominees received the approval of at least 96% of the votes cast excluding votes cast by BBRC, or at least 81% of all votes cast.”

Blundy has sought membership on the VS board for some time, and when that was rejected by the board, and as the 2026 annual shareholders meeting in June approached, he directed his efforts to his fellow shareholders. In a letter to them dated May 4, and an accompanying press release, Blundy complained about, among several other missteps, the “failed Adore Me acquisition,” arguing that “VS spent approximately $591 million to acquire Adore Me and told stockholders it would be earnings and cash flow accretive within the same year it closed. Three years later, Adore Me failed to meet its EBITDA and net revenue targets, with performance so underwhelming that the company calculated that zero dollars were owed under the performance-based earnout.” Blundy also complained that “over the duration of our investment,” which began about four years ago, “the company’s shares have underperformed the S&P 500 Consumer Discretionary Distribution & Retail Index by approximately 92 percentage points. We believe this underperformance has been driven by the board’s ineffective oversight of management, which led to the misallocation of $1.2 billion for poorly executed buybacks and M&A with little demonstrable return.” Blundy asked shareholders to vote against the reelection of VS chairperson Donna James and as well as director Mariam Naficy, who he felt was key to the Adore Me transaction.

In May the VS board responded that it “is disappointed that Mr. Blundy and BBRC have launched a distracting campaign, which appears to be in response to the board’s decision not to appoint him as a director,” adding “the board conducted a comprehensive review of Mr. Blundy’s candidacy which identified significant reputational, legal, conflict of interest and governance risks.” 

On May 10, Victoria’s Secret reported that Mariam Naficy was going to remove herself from the board “in light of her near-term professional commitments and the time and attention required to engage with the BBRC  “proxy contest.”  VS added that “her decision is not the result of any disagreement with the company, its management, the board or any committee of the board on any matters relating to the company’s operations, policies or practices.”

The nine board who were re-elected include Donna James, Hillary Super, Irene Chang Britt, Sarah Davis, Jacqueline Hernández, Rod Little, David McCreight, Lauren Peters and Anne Sheehan.

In other news, Victoria’s Secret, which not so long ago was on the defensive for being considered by some as too sexy, just changed its stock ticker from VSCO to VSXY. In late May, CEO Super explained the move, beginning by stating, “when I joined Victoria’s Secret, I spent my first months doing one thing above all else: listening. Listening to our customers. Listening to our associates. Listening to what this brand has meant to women for decades. Listening to where we may have drifted from that truth. What I heard was clear. Victoria’s Secret matters. And (feeling) sexy matters.”

“But sexy is not a single look, a single moment, or a single definition. And most importantly, it’s not defined by others. Sexy is a deeply personal feeling and every woman will have a different perspective on it. What is the same though is that our products can help celebrate that feeling of sexy, can boost confidence and spark joy. That belief has guided every decision we’ve made over the past year.”

She went on to state: “Sexy has always been part of our DNA. What’s changed is how intentionally we are owning it. Not by telling women what sexy should be, but by reflecting it back to them in a way that feels authentic, expansive and modern.”