Victoria’s Secret & Co. is once again facing off against activist investor BBRC International, which is urging shareholders to vote against the reelection of two board directors ahead of the retailer’s annual meeting in June.
BBRC, led by investor Brett Blundy, said it wants shareholders to oppose the reelection of board chair Donna James and director Mariam Naficy, arguing the changes would help accelerate the company’s turnaround.
The activist investor criticised James’ tenure as excessively long and pointed to Naficy’s involvement in the acquisition of Adore Me, which BBRC described as a failed deal and evidence of poor capital allocation oversight.
BBRC also took aim at the retailer’s governance practices, including the adoption of a poison pill in 2025 designed to limit further accumulation of shares by large investors. That shareholder rights plan is due to expire later this month.
Victoria’s Secret adopted the measure after BBRC increased its stake to around 13%, making it one of the company’s largest shareholders.
The investor said removing the two directors would better support CEO Hillary Super as she works to reposition the business.
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“Ms. Super is building a new VS,” Blundy said in a shareholder letter, arguing the board needed “fresh judgment” and stronger expertise for the next phase of transformation.
Victoria’s Secret rejected the criticism and said the board unanimously supports the targeted directors. The retailer also alleged it had attempted to reach a compromise with BBRC, including offering to appoint a mutually agreed independent director and establish a longer-term information-sharing arrangement.
According to the company, BBRC refused those proposals unless Blundy himself was appointed to the board — something Victoria’s Secret said would create reputational, legal and governance risks.
The dispute comes as Victoria’s Secret continues restructuring efforts under Super. The company posted a 5% increase in full-year sales to $6.6 billion and is reviewing strategic options for assets tied to its Adore Me acquisition, including DailyLook.
The escalating battle sets up a potentially contentious shareholder meeting in June, with governance and turnaround execution now becoming central issues in the retailer’s next phase.
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