{"url_path":"/sec/vsco/proxy/2026-05-18/000119312526228925","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1856437/0001193125-26-228925-index.html","accession_number":"0001193125-26-228925","cik":"0001856437","ticker":"VSCO","issuer_name":"Victoria's Secret & Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1856437/0001193125-26-228925-index.html","primary_entity_key":"0001856437","primary_entity_name":"Victoria's Secret & Co."},"word_count":1797,"has_tables":true,"body_markdown":"DEFA14A\n1\nd127880ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\n**(Amendment No. )**\n\nFiled by the Registrant ☒\n\nFiled by a party other\nthan the Registrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n****☐********\n\n**Confidential, for Use of the Commission Only (as Permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under § 240.14a-12\n\n**Victoria’s Secret & Co.**\n\n**(Name of Registrant as Specified in its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment of Filing Fee (Check all boxes that apply):\n\n☒\n\nNo fee required\n\n☐\n\nFee paid previously with preliminary materials\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n14a-6(i)(1) and 0-11\n\nOn May 18, 2026, Victoria’s Secret & Co. (the “Company”) issued the\nfollowing press release and letter to stockholders of the Company, the latter of which was mailed to stockholders in the format attached hereto as a courtesy PDF:\n\n**Victoria’s Secret & Co. Issues Letter to Shareholders Highlighting Strong Performance, Significant Shareholder Value Creation\nand Continued Momentum Under Current Leadership**\n\n*Urges Shareholders to Vote “FOR” All Highly Qualified Directors at the\n2026 Annual Meeting of Shareholders*\n\nREYNOLDSBURG, Ohio, May 18, 2026 - Victoria’s Secret & Co. (“VS&Co” or the\n“Company”) (NYSE: VSCO) today issued a letter to shareholders highlighting the significant progress and shareholder value creation achieved under the leadership of Chief Executive Officer Hillary Super and the support of the\nCompany’s Board of Directors (the “Board”).\n\nThe letter underscores the Company’s strong operational and financial momentum under\nits Path to Potential strategy and highlights the Board’s conviction that continued execution of this strategy is the best path to sustained long-term shareholder value creation. Since the announcement of Ms. Super’s appointment in\nAugust 2024, VS&Co has delivered a total shareholder return (“TSR”) of 141%, significantly outperforming the peer group used by research analysts, the S&P 500 Consumer Discretionary Distribution Retail index and the S&P 600.1 In fiscal year 2025, the Company delivered comparable sales growth, improved profitability, growth across brands, channels and geographies and continued progress across each of the four pillars of\nthe Company’s Path to Potential strategy.\n\nThe Company launched VSPathtoPotential.com to provide shareholders with additional information and\nresources about VS&Co’s strategy to maximize value for shareholders, as well as instructions for how to vote at the 2026 Annual Meeting of Shareholders on Thursday, June 11 (the “Annual Meeting”).\n\nThe Board encourages shareholders to vote “FOR” all of the Company’s highly qualified directors at the Annual Meeting to support continued\nvalue creation.\n\nThe full text of the letter follows:\n\n**Dear Fellow Shareholder,**\n\nUnder CEO Hillary Super’s\nleadership and with the support of the Board’s active oversight and strategic guidance, Victoria’s Secret & Co. (“VS&Co” or the “Company”) is executing a clear strategy that is creating significant\nshareholder value.\n\nSince the Board announced Ms. Super’s appointment in August 2024, VS&Co has delivered total shareholder return\n(“TSR”) of 141%, significantly outperforming the peer group used by research analysts, the S&P 500 Consumer Discretionary Distribution Retail index, and the S&P 600. These results reflect best-in-class financial and operational performance, as well as continued momentum across the business, with growth accelerating in the back half of 2025.\n\nDespite this progress, BBRC International Pte Limited (“BBRC”) and its Chairman Brett Blundy have launched a proxy contest that threatens to\ndisrupt the Company’s momentum, without offering a compelling case for change.\n\nYou face an important decision at the Company’s 2026 Annual\nMeeting of Shareholders (“Annual Meeting”) on Thursday, June 11. We have the right Board with diverse expertise, led by Chair Donna James, and the right leadership team to continue delivering value to shareholders. Why disrupt what is\nworking? A vote “FOR” all of our highly-qualified directors is a vote to maintain our momentum and support continued execution of the Company’s strategy for long-term shareholder value creation.\n\n1\n\nSource: FactSet as of May 15, 2026, measured against price at close on unaffected date of August 13, 2024, the\ndate before the public announcement of Ms. Super’s appointment. Analyst peer group includes peers referenced by at least one analyst in initiating coverage research reports and is comprised of Abercrombie & Fitch, American Eagle, Gap,\nUrban Outfitters, Levi, Buckle, Carter’s, Torrid, Lululemon, Aritzia, Bath & Body Works, Capri, Dillard’s, Genesco, J.Jill, Kohl’s, Macy’s, The Children’s Place, Tilly’s, Tapestry, Zumiez, H&M, Industria\nde Diseno Textil (Inditex) and Vera Bradley. The S&P 500 Consumer Discretionary Distribution & Retail Index is a point of comparison referenced by BBRC in its public letter dated May 4, 2026.\n\n**VS&Co’s Transformation Is Creating Value for Shareholders.**\n\n**Research Analysts Recognize That Our Strategy Is Working:**\n\n“We believe Victoria’s Secret is transitioning from recovery to structural growth, led by innovation in\nits bra and PINK, reestablishing relevance.” — Jefferies, 4/23/263\n\n \n\n“…[M]anagement is successfully repositioning its Victoria’s Secret and PINK brands... its turnaround\nplaybook is working. This should lead to sustained comp sales growth.” — UBS, 3/12/263\n\n“…CEO Hillary Super has now been at\nthe helm for over a year and a half, enough time to identify issues and begin to implement improvements with a newly hired team - and we are bullish on the trajectory of the business under this new team today” — Wells Fargo, 5/8/263\n\n“The [fourth] quarter was clear evidence that the “Path to Potential” playbook is working and,\nimportantly, is just getting started and becoming repeatable.” — Barclays, 4/5/263\n\n**2025 Was A Standout Year For Victoria’s Secret**\n\nStrong execution against the Path to Potential’s four pillars is driving broad-based progress across the business:\n\n•\n\n**Supercharge Our Bra Authority:** Reasserted leadership in bras\n\n•\n\n**Recommit to PINK:** Reignited PINK, delivered strongest growth year in a decade\n\n•\n\n**Fueling Growth in Beauty:**Grew $1B business with Bombshell, America’s #1 fragrance\n\n•\n\n**Evolving Our Brand Projection and\nGo-To-Market Strategy:** Grew our customer file for the first time in years and are gaining market share\n\n**Strong Financial and Operating Results in Fiscal 2025**\n\nDelivered results exceeding top- and bottom-line guidance\n\n \n\nAccelerated comparable sales growth to 5%\n\nProven strength across brands, channels and geographies\n\nAdjusted net income grew 15%4\n\n2\n\nMedian of latest analyst research price targets as of May 15, 2026, measured against median of latest\nanalyst research price targets as of August 13, 2024, the date before the public announcement of Ms. Super’s appointment. % of Buy Ratings includes analyst research reports that issue price targets.\n\n3\n\nPermission to re-print analyst notes neither sought nor obtained.\n\n4\n\nRepresents a non-GAAP financial measure. A reconciliation of Adjusted Net Income Attributable to VS&Co\n(referred to herein as “Adjusted net income”) to the most directly comparable GAAP financial measure may be found in our historical earnings releases, copies which are available on our investor relations website at\nvictoriassecretandco.com/investors.\n\nYour highly skilled Board, led by independent Chair Donna James, has driven this growth:\n\n✓\n\n**Refreshed the Board**with three new independent directors since 2022\n\n✓\n\n**Diverse and balanced skillset** across women’s intimates, apparel and beauty, strategic\nplanning, brand transformation, marketing, technology and financial experience\n\n✓\n\n**Appointed Hillary Super CEO**after identifying the need for a CEO with merchant leadership\nexpertise who deeply understands how to connect with the customer\n\n✓\n\n**Partnered with Ms.******** Super to architect and execute the Path to Potential\nstrategy** that is driving clear momentum\n\nIn the less than two years since Hillary Super’s appointment, VS&Co has built\nmeaningful momentum. We have reestablished our iconic brands, and our most recent results demonstrated accelerated comparable sales growth, improved profitability, stronger customer engagement and clear outperformance against peer and retail\nbenchmarks. **Most importantly, we are creating significant value for shareholders.**\n\nWe encourage shareholders to let management and the Board\ncontinue to focus on driving this momentum. Your Board is overseeing a new phase of growth for VS&Co – vote “FOR” your Board to drive continued value creation.\n\n**Sincerely,**\n\n**The Victoria’s Secret & Co.\nBoard of Directors**\n\n**For more information regarding VS&Co’s momentum and highly-qualified Board, please visit:\nVSPathtoPotential.com**\n\n**YOUR VOTE IS IMPORTANT**.\n\nTo ensure your shares are represented at the Annual Meeting, please submit your vote TODAY:** Use the WHITE Proxy Card to Vote\n“FOR” All of VS&Co’s Highly Qualified Nominees**\n\nIf you have any questions or require any assistance with voting your shares,\nplease call the Company’s proxy solicitor:\n\n**INNISFREE M&A\nINCORPORATED**\n\nShareholders, please call: (877) 750-0831\n\n(toll free from the U.S. and Canada) or\n\n+1 (412) 232-3651 (from all other countries)\n\n**About Victoria’s Secret******** & Co**\n\nVictoria’s Secret & Co. (NYSE: VSCO) is a specialty retailer of modern, fashion-inspired collections including signature bras, panties,\nlingerie, sleepwear, apparel, sport and swim as well as award-winning prestige fragrances and body care. VS&Co is comprised of market leading brands, Victoria’s Secret and PINK, that strive to inspire confidence, spark joy and celebrate\nsexy. Additionally, Adore Me, our digital intimates brand serves women across budgets and lifestyles. We are committed to empowering our more than 30,000 associates across a global footprint of 1,420 retail stores in approximately 70 countries.\n\n**Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995**\n\nThis document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements, which\nmay be identified by words such as “estimate,” “commit,” “will,” “target,” “forecast,” “goal,” “project,” “plan,” “believe,”\n“seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” or the negative of these words and any similar expressions, involve risks and\nuncertainties, many of which are beyond our control, and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in any forward-looking statement.\n\nFactors that could cause actual results to differ include, among others: general economic conditions,\ninflation, and changes in consumer confidence and consumer spending patterns; market disruptions; uncertainty in the global trade environment, including tariffs and retaliatory measures; our ability to successfully implement our strategic plan;\nleadership changes and turnover in key positions; our ability to source, produce, distribute and sell merchandise globally, including risks related to geopolitical conflicts, supply chain disruptions (and related pricing impacts), currency\nfluctuations and labor disputes; fluctuations in freight, product input and energy costs; cybersecurity risks and our ability to maintain data security and privacy; shareholder activism matters; and other risks and uncertainties described in\n“Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 20, 2026.\n\nAll forward-looking statements are made only as of the date of this document. Except as may be required by law, we assume no obligation to make publicly\navailable any update or other revisions to any of the forward-looking statements contained in this document.\n\nFor further information, please contact:\n\n**Victoria’s Secret & Co.:**\n\n**Investor\nRelations:**\n\ninvestorrelations@victoria.com\n\n**Media Relations:**\n\nEdelman Smithfield\n\nVSCO@edelmansmithfield.com"}