Victoria’s Secret ups defence against activist investor campaign

Lingerie giant Victoria’s Secret & Co. has upped efforts to defend its board and leadership strategy against activist investor Brett Blundy, who is continuing a campaign for greater influence over the business.

The company filed a supplement to its proxy statement and issued a public letter to shareholders ahead of its June 11 annual meeting, urging investors to support all current board nominees and reject what it described as a “distracting and self-interested proxy contest” launched by Blundy’s firm, BBRC International.

The dispute follows months of tension between the retailer and Blundy, whose investment vehicle owns a 12.9 percent stake in Victoria’s Secret. Since 2023, Blundy has repeatedly pushed for board representation and previously criticised the company’s governance, operational performance and capital allocation decisions.

In its latest shareholder letter, Victoria’s Secret said it had engaged extensively with BBRC over the past four years and had reviewed Blundy’s candidacy twice through its nominating and governance committee. However, the board said it ultimately rejected his appointment due to “serious reputational, legal, conflict of interest and governance risks”.

The company also sought to reinstate confidence in its current turnaround strategy under chief executive officer Hillary Super, stating in the letter: “The board, working closely with VS&Co’s management team, has acted decisively to put the company on a new trajectory for accelerated growth and has the skills necessary to oversee the continued execution of its ‘Path to Potential’ strategy.”

Victoria’s Secret highlighted a reported 152 percent total shareholder return since Super’s appointment in August 2024, alongside accelerating comparable sales growth and gains in market share.

The company also used the filing to address recent board developments, namely that director Mariam Naficy will not seek re-election, with the company stating her decision was influenced by the “time and attention required to engage with BBRC’s proxy contest”.

Despite the ongoing dispute, Victoria’s Secret said it remains focused on long-term growth and board refreshment. The retailer confirmed it is now searching for a new director with expertise in technology and artificial intelligence and said it would welcome shareholder input, including from BBRC.

In its closing remarks, the board said: “Our strategy is working, and the company is well positioned to continue delivering significant shareholder value. Do not let BBRC’s self-interested campaign disrupt the company’s momentum.”