Mariam Naficy to leave Victoria’s Secret (VSCO) board after 2026 meeting

Q: What board change did Victoria’s Secret (VSCO) disclose in this 8-K?

Victoria’s Secret & Co. disclosed that director Mariam Naficy will not stand for re-election at the 2026 Annual Meeting. Her nomination has been withdrawn, and the Board will be reduced from ten to nine directors immediately following the meeting.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Victoria’s Secret & Co. announced that director Mariam Naficy has decided not to stand for re-election at the 2026 Annual Meeting of Stockholders scheduled for June 11, 2026. She cited near-term professional commitments and the time required to engage with a proxy contest initiated by BBRC International PTE Limited.

The company states her decision does not arise from any disagreement with management, the Board, or its committees regarding operations, policies, or practices. Her nomination for re-election has been withdrawn, and she will serve until the Annual Meeting, after which the Board will be reduced from ten to nine directors.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual Meeting date: June 11, 2026 Board size change: 10 to 9 directors Proxy contest launch date: May 4, 2026 +2 more

5 metrics

Annual Meeting date June 11, 2026 2026 Annual Meeting of Stockholders

Board size change 10 to 9 directors Immediately following the 2026 Annual Meeting

Proxy contest launch date May 4, 2026 BBRC International PTE Limited proxy contest

Definitive proxy filing date May 1, 2026 Company’s definitive proxy statement for the Annual Meeting

Form 8-K signature date May 11, 2026 Report signed by Chief Financial and Operating Officer

Key Terms

proxy contest, Annual Meeting of Stockholders, definitive proxy statement, emerging growth company, +1 more

5 terms

proxy contest financial

"the time and attention required to engage with BBRC International PTE Limited’s (“BBRC”) proxy contest"

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.

Annual Meeting of Stockholders financial

"not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders scheduled for June 11, 2026"

definitive proxy statement financial

"which BBRC launched on May 4, 2026, after the May 1, 2026 filing of the Company’s definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Preferred Stock Purchase Rights financial

"Preferred Stock Purchase Rights | | N/A | | The New York Stock Exchange"

Understanding 8-K Material Events →

05/11/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2026 (May 10, 2026)

Victoria’s Secret & Co.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-40515

86-3167653

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4 Limited Parkway East

Reynoldsburg, OH 43068

(Address of principal executive offices, and Zip Code)

(614) 577-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	VSCO	The New York Stock Exchange
Preferred Stock Purchase Rights	N/A	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 10, 2026, Mariam Naficy notified the Board of Directors (the “Board”) of Victoria’s Secret & Co. (the “Company”) of her decision to not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders scheduled for June 11, 2026 (the “Annual Meeting”). Ms. Naficy advised the Board that she made her decision in light of her near-term professional commitments and the time and attention required to engage with BBRC International PTE Limited’s (“BBRC”) proxy contest, which BBRC launched on May 4, 2026, after the May 1, 2026 filing of the Company’s definitive proxy statement for the Annual Meeting. Her decision is not the result of any disagreement with the Company, its management, the Board or any committee of the Board on any matters relating to the Company’s operations, policies or practices.

As a result, Ms. Naficy’s nomination for election to the Board at the Annual Meeting has been withdrawn. Ms. Naficy will continue to serve as a director until the Annual Meeting. Immediately following the Annual Meeting, the size of the Board will be reduced from ten to nine directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 11, 2026


VICTORIA’S SECRET & CO.

By:	/s/ Scott Sekella
	Name:	Scott Sekella
	Title:	Chief Financial and Operating Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Victoria’s Secret (VSCO) disclose in this 8-K?

Victoria’s Secret & Co. disclosed that director Mariam Naficy will not stand for re-election at the 2026 Annual Meeting. Her nomination has been withdrawn, and the Board will be reduced from ten to nine directors immediately following the meeting.

Why is Mariam Naficy leaving the Victoria’s Secret (VSCO) board?

Mariam Naficy told the Board she will not seek re-election because of near-term professional commitments and the time needed to engage with BBRC International PTE Limited’s proxy contest. The company states her decision is not due to any disagreement with management or the Board.

When is the 2026 Annual Meeting of Stockholders for Victoria’s Secret (VSCO)?

The 2026 Annual Meeting of Stockholders for Victoria’s Secret & Co. is scheduled for June 11, 2026. At that meeting, Mariam Naficy will conclude her service as director, and the Board size will be reduced from ten to nine members immediately afterward.

What proxy contest involving Victoria’s Secret (VSCO) is mentioned?

The filing notes that BBRC International PTE Limited launched a proxy contest on May 4, 2026. This occurred after the company filed its definitive proxy statement on May 1, 2026, and is cited as a factor in Mariam Naficy’s decision not to stand for re-election.

Does Victoria’s Secret (VSCO) report any disagreement with Mariam Naficy?

Victoria’s Secret & Co. states that Mariam Naficy’s decision is not the result of any disagreement with the company, its management, the Board, or any Board committee on matters related to operations, policies, or practices, emphasizing an amicable departure from the board.

Filing Exhibits & Attachments

4 documents