BBRC pressures Victoria’s Secret with proxy challenge

A major shareholder in Victoria’s Secret, Brett Blundy, is escalating pressure on the company’s board ahead of its upcoming annual meeting, calling for votes against the reelection of two long-serving directors.

BBRC International, which holds a 13% stake and ranks as the company’s second-largest shareholder, announced plans to seek investor support to oppose the reelection of board chair Donna James and director Mariam Naficy at the June 11 annual meeting.

In its campaign, the Australian retail entrepreneur and billionaire criticized entrenched leadership and governance shortcomings, arguing that James’ 25-year tenure on the board and its predecessor entities has compromised independence and decision-making. The firm pointed to a series of missteps, including succession planning challenges, strategic misalignment, and capital allocation concerns.

The shareholder also took aim at Naficy’s role in the company’s $591 million acquisition of Adore Me in 2023. BBRC claims the deal has underperformed expectations, citing missed EBITDA and revenue targets alongside significant impairments and restructuring charges.

While acknowledging recent improvements in share performance, BBRC argued that these gains do not offset years of underperformance. The firm emphasized that board refreshment is critical if Victoria’s Secret is to sustain a long-term turnaround under CEO Hillary Super.

After 25 years, James’ continued presence as a director is incompatible with the independent leadership this Company requires. Naficy’s presence on the board does not meet the standard of board-level capital allocation oversight that we believe stockholders should expect,” Blundy said in his letter.