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Victoria’s Secret & Co. Shareholders Decisively Re-Elect All Nine Company Director Nominees

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Victoria’s Secret (NYSE: VSCO) reported preliminary results from its 2026 annual meeting showing all nine company director nominees were re-elected. Independent Chair Donna James received over 99% approval excluding BBRC votes, and over 83% of all votes. Other nominees gained at least 96% approval excluding BBRC, or 81% overall.

The company linked this outcome to shareholder support for its Path to Potential strategy and noted first quarter 2026 results that, according to management, significantly exceeded top- and bottom-line guidance. Vote tallies remain preliminary until certified, with final results to be filed on Form 8-K.

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Positive

  • All nine company director nominees re-elected at 2026 annual meeting
  • Donna James received over 99% approval excluding BBRC and 83% overall
  • Other directors received at least 96% approval excluding BBRC, 81% overall
  • Management highlights Q1 2026 results exceeded top- and bottom-line guidance

Negative

  • None.

News Market Reaction – VSXY

+6.12%
+6.12% Session close to close

In the Jun 11 session, VSXY gained 6.12%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +6.1% in the session following this news. A strong positive reaction aligns with the...
Analysis

The stock moved +6.1% in the session following this news. A strong positive reaction aligns with the decisive outcome of the proxy contest, where all nine nominees earned very high approval, including over 99% support for the independent chair excluding BBRC. However, prior history showed a -1.37% move after favorable proxy-advisor recommendations, suggesting investors have sometimes faded good governance news. Without evident short interest pressure, sustainability would hinge on whether operational outperformance, such as Q1 2026’s guidance beat, continues.

Key Figures

Director nominees: 9 directors Chair support excl. BBRC: Over 99% approval Chair total support: Over 83% approval +5 more
8 metrics
Director nominees 9 directors Company’s slate re-elected at 2026 Annual Meeting
Chair support excl. BBRC Over 99% approval Votes cast excluding BBRC for Independent Chair Donna James
Chair total support Over 83% approval Percentage of all votes cast for Donna James
Other directors excl. BBRC At least 96% approval Votes cast excluding BBRC for other nominees
Other directors total At least 81% approval Percentage of all votes cast for other nominees
Annual meeting year 2026 Annual Meeting of Shareholders date reference
Q1 2026 guidance beat Top and bottom line exceeded guidance First quarter 2026 performance versus guidance
Market cap $5,958,699,331 Pre-news market capitalization

Historical Context

1 past event · Latest: Jun 03 (Positive)
Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Jun 03 Proxy advisors backing Positive -1.4% Independent proxy advisors backed all nine nominees and strong Q1 results.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Limited history suggests the stock has previously traded lower on positive governance and performance news.

Recent Company History

In the last week, VSXY highlighted strong support from independent proxy advisors ahead of the June 11, 2026 annual meeting, alongside first-quarter 2026 earnings that exceeded both top- and bottom-line guidance. That prior governance and performance update was followed by a -1.37% move, indicating some divergence between positive news and share reaction. Today’s decisive re-election of all nine directors, with very high approval rates, continues this governance-focused narrative.

Key Terms

proxy contest, form 8-k, independent inspector of election
3 terms
proxy contest financial
"BBRC International Pte Limited (“BBRC”), which waged a proxy contest against the re-election"
A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.
form 8-k regulatory
"Victoria’s Secret & Co. will report the final voting results on a Form 8-K"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.
independent inspector of election regulatory
"tabulated and certified by the independent inspector of election"
An independent inspector of election is an impartial third party hired to collect, verify and count shareholder votes at corporate meetings, acting like a neutral referee who confirms the outcome is accurate and fair. Investors care because their ability to elect directors, approve mergers or block actions depends on trustworthy vote results; a reliable inspector protects shareholder rights, reduces disputes and supports confidence in corporate governance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Outcome reflects strong shareholder support for full Board, Company’s Path to Potential strategy and continued momentum under CEO Hillary Super

Independent Chair Donna James received support from over 99% of the votes cast, excluding votes cast by BBRC, based on preliminary results

REYNOLDSBURG, Ohio, June 11, 2026 (GLOBE NEWSWIRE) -- Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSXY) today announced that, based on the preliminary voting results at the Company’s 2026 Annual Meeting of Shareholders, shareholders voted to re-elect all nine of VS&Co’s director nominees, including Independent Chair Donna James, to the Company’s Board of Directors.

The preliminary results indicate Ms. James received the approval of over 99% of the votes cast, excluding the votes cast by BBRC International Pte Limited (“BBRC”), which waged a proxy contest against the re-election of Ms. James and voted against all Company director nominees other than CEO Hillary Super. As a percentage of all votes cast, Ms. James was re-elected with over 83% approval. Each of the Company’s other director nominees received the approval of at least 96% of the votes cast excluding votes cast by BBRC, or at least 81% of all votes cast.

VS&Co issued the following statement:

“We thank shareholders for their overwhelming support in electing all nine of the Company’s director nominees. Today’s outcome is a decisive statement of support for the current Board leadership from VS&Co’s shareholders. It also recognizes the substantial progress, outperformance and value creation delivered under the Path to Potential strategy and reaffirms shareholder confidence in our Board’s continued oversight of that strategy.

With strong momentum across the business, including recent first quarter 2026 results that significantly exceeded top- and bottom-line guidance, we are confident VS&Co is well positioned for long-term success. We appreciate the engagement and support of our shareholders and remain focused on executing our Path to Potential strategy and building on the progress we have achieved to date.”

The results announced today, as summarized in this press release, are considered preliminary and subject to change until the final voting results are tabulated and certified by the independent inspector of election. Victoria’s Secret & Co. will report the final voting results on a Form 8-K that will be filed with the Securities and Exchange Commission.

About Victoria’s Secret & Co
Victoria’s Secret & Co. (NYSE: VSXY) is a specialty retailer of modern, fashion-inspired collections including signature bras, panties, lingerie, 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 sexy. 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 approximately 1,420 retail stores in approximately 70 countries.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements, which may be identified by words such as “estimate,” “commit,” “will,” “target,” “forecast,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” or the negative of these words and any similar expressions, involve risks and uncertainties, 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.

Factors that could cause actual results to differ include, among others: general economic conditions, inflation, 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; leadership 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 fluctuations 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 “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K filed with the SEC on March 20, 2026.

All forward-looking statements are made only as of the date of this press release. Except as may be required by law, we assume no obligation to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release.

For further information, please contact:

Victoria’s Secret & Co.:

Investor Relations:
investorrelations@victoria.com,

Media Relations:
Edelman Smithfield
VSCO@edelmansmithfield.com


FAQ

What did Victoria’s Secret (NYSE: VSCO) announce about its 2026 director elections?

Victoria’s Secret announced shareholders preliminarily re-elected all nine company director nominees at the 2026 annual meeting. According to Victoria’s Secret, this reflects broad support for existing board leadership and oversight of the company’s Path to Potential strategy, subject to final vote certification.

How much shareholder support did Donna James receive in the 2026 VSCO board vote?

Donna James reportedly received over 99% approval of votes cast, excluding BBRC, and more than 83% of all votes. According to Victoria’s Secret, these preliminary results indicate strong backing for her role as independent chair, pending final certification by the inspector of election.

How did other Victoria’s Secret (VSCO) board nominees perform in the 2026 shareholder vote?

Each other director nominee received at least 96% approval of votes cast excluding BBRC, or at least 81% of all votes. According to Victoria’s Secret, this preliminary outcome shows broad shareholder support for the full board, subject to confirmation in the final certified results.

What does the 2026 Victoria’s Secret (VSCO) shareholder vote mean for the Path to Potential strategy?

The vote is described as a strong endorsement of the board overseeing the Path to Potential strategy. According to Victoria’s Secret, shareholder backing recognizes progress, outperformance and value creation attributed to this strategy and supports continued execution under current leadership.

How did Q1 2026 results relate to Victoria’s Secret (VSCO) guidance and strategy?

Victoria’s Secret stated its first quarter 2026 results significantly exceeded top- and bottom-line guidance. According to Victoria’s Secret, this performance supports management’s view that the Path to Potential strategy is driving momentum across the business and positioning the company for long-term success.

When will Victoria’s Secret (VSCO) release final 2026 annual meeting voting results?

Final 2026 annual meeting voting results will be reported after certification by the independent inspector of election. According to Victoria’s Secret, the company plans to file the certified vote totals on a Form 8-K with the Securities and Exchange Commission when available.