FINANCE

Victoria’s Secret responds to BBRC investor’s board change request


Victoria’s Secret has responded to BBRC’s public letter, which suggests the company has assets and resources that have tremendous intrinsic value that have not been fully realised.

Victoria’s Secret argues that there has been “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%.”

While BBRC believes the most direct route to maximise value is to add stockholder perspectives to the boardroom and improve corporate governance.

The investor claims that on numerous occasions over the last two years, it has attempted to approach the board of directors (the “board”) about these critical issues and related solutions.

BBRC states: “With the goal of minimising disruption and attempting to reach a collaborative resolution, we have initiated several calls, meetings and email exchanges with the board this year to communicate our views and solve the long-term problems with the company’s direction. We have suggested specific improvements to the composition of the board as a path to ensuring more efficient decision-making and stronger oversight of management.”

BBRC is seeking the removal of what it alleges is an “extremely long-tenured board chair who has presided over numerous issues and the appointment of a stockholder representative to restore confidence in the board”.

BBRC claims that a new, independent chair would drive value for employees, customers and stockholders and a strengthened board will have the skillsets to effectively oversee the company.

It also asserts that adding a stockholder to the board will improve investors’ confidence that the board’s interests are aligned and introduce an absent perspective:

Victoria’s Secret says it is in the process of vetting BBRC’s Brett Blundy as a candidate for the board and is evaluating BBRC’s other demands.

The retailer also argues that the board has engaged extensively with BBRC.

It states: “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.”

Victoria’s Secret points out that the board’s good-faith evaluation of Blundy’s candidacy remains ongoing. However, it says that despite the board’s collaborative approach, Blundy has refused to respond to follow-up questions that he and his counsel insisted the company send.

Instead, it claims the board was disappointed that, rather than responding to these questions, BBRC has sought to pre-empt the board’s process with a letter, which was circulated to the media before being sent to the board.

Victoria’s Secret describes this as an action that “demonstrates a lack of interest in a constructive approach.”

However, Victoria’s Secret maintains that it has consistently engaged with BBRC, welcomed Blundy’s input, and encouraged open communication.

Victoria’s Secret adds: “We remain committed to fulfilling our fiduciary duties to the company and its shareholders, enhancing value and achieving outcomes that serve the best interests of all shareholders.”

“Victoria’s Secret responds to BBRC investor’s board change request” was originally created and published by Just Style, a GlobalData owned brand.

 


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