Victoria's Secret & Co has accused a significant shareholder of initiating a proxy fight after being denied a seat on its board of directors.
The lingerie retailer stated that Australian billionaire Brett Blundy and his private investment firm, BBRC International, plan to vote against two current directors at the upcoming annual shareholder meeting. This follows the board's decision to twice reject Blundy's nomination for a directorship, citing potential serious reputational, legal, conflict-of-interest, and corporate governance risks.
The dispute represents a significant escalation in a months-long standoff between the company and BBRC. BBRC began increasing its stake in 2022 and has privately pressured the company for changes since 2024.
Victoria's Secret reported that it has engaged in extensive communication with Blundy over recent years and proposed several compromise solutions. These included adding a mutually agreeable director candidate, incorporating his input on capital allocation reviews, and establishing a framework for long-term information sharing. The company stated, "Unfortunately, Mr. Blundy was unwilling to engage in meaningful discussions on any scenario that did not include his own appointment to the board."
BBRC has not responded to requests for comment.
This conflict arises as Victoria's Secret is navigating a significant business turnaround. The company, which was once part of what is now Bath & Body Works, has faced challenges since its spinoff, including inconsistent sales and investor pressure to reconfigure its board and improve performance.
The retailer appointed Hillary Super, formerly of Savage X Fenty and Anthropologie, as CEO in late 2024. The company reports positive momentum under her leadership, with a total shareholder return increase of 164% since her appointment was announced, outperforming retail sector benchmarks and analyst peer comparisons.
Victoria's Secret also stated it does not intend to renew its shareholder rights plan, commonly known as a "poison pill," which was adopted after BBRC increased its stake. The plan is set to expire on May 18.
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