Victoria’s Secret (VSCO) investors approve directors, pay plan and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Victoria’s Secret & Co. reported results of its 2026 annual stockholder meeting held by remote communication on June 11, 2026. Stockholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving a substantial majority of votes cast.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 54,394,913 votes in favor versus 11,238,067 against. In addition, they ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, supported by 66,826,966 votes for and only 80,677 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Directors elected: 9 directors Say-on-pay votes for: 54,394,913 votes Say-on-pay votes against: 11,238,067 votes +3 more

6 metrics

Directors elected 9 directors Elected to serve until the 2027 annual meeting

Say-on-pay votes for 54,394,913 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 11,238,067 votes Advisory compensation proposal

Auditor ratification votes for 66,826,966 votes Ratification of Ernst & Young LLP for fiscal 2026

Auditor ratification votes against 80,677 votes Ratification of Ernst & Young LLP

Hillary Super votes for 64,009,383 votes Director election at 2026 annual meeting

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, annual meeting of stockholders

4 terms

broker non-votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"

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Understanding 8-K Material Events →

Available on EDGAR 06/15/2026 - 04:16 PM Accepted by SEC EDGAR 06/15/2026 - 04:15 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): June 15, 2026 (June 11, 2026)


		Victoria's Secret & Co.
		(Exact Name of Registrant as Specified in Its Charter)

		Delaware
		(State or other jurisdiction of incorporation)

001-40515			86-3167653
(Commission File Number)			(I.R.S. Employer Identification No.)

4 Limited Parkway East
Reynoldsburg,	OH		43068
(Address of principal executive offices)			(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:

☐ 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

VSXY

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2026, Victoria’s Secret & Co. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected nine directors to serve until the 2027 annual meeting of stockholders, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

The final voting results with respect to each of the three proposals are set forth below.

Proposal 1. To elect nine directors to serve until the 2027 annual meeting of stockholders.


Nominee	For	Against	Abstain	Broker Non-Votes
Irene Chang Britt	53,480,291	12,280,118	43,133	1,156,636
Sarah Davis	53,673,438	12,073,656	56,448	1,156,636
Jacqueline Hernández	53,655,064	12,093,840	54,638	1,156,636
Donna James	54,925,752	10,800,993	76,797	1,156,636
Rod Little	53,666,926	12,070,609	66,007	1,156,636
David McCreight	55,339,716	10,414,746	49,080	1,156,636
Lauren Peters	53,622,036	12,132,154	49,352	1,156,636
Anne Sheehan	53,665,445	12,093,043	45,054	1,156,636
Hillary Super	64,009,383	1,756,492	37,667	1,156,636

Proposal 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.


For	Against	Abstain	Broker Non-Votes
54,394,913	11,238,067	170,768	1,156,430

Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.


For	Against	Abstain	Broker Non-Votes
66,826,966	80,677	52,535	—

Item 9.01 Financial Statements and 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.


			VICTORIA'S SECRET & CO.


Date:	June 15, 2026	By:	/s/ Scott Sekella
			Scott Sekella
			Chief Financial and Operating Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Victoria’s Secret (VSCO) stockholders vote on at the 2026 annual meeting?

Stockholders elected nine directors, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026, based on detailed vote tallies reported for each proposal.

How did Victoria’s Secret (VSCO) stockholders vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on an advisory basis, with 54,394,913 votes for, 11,238,067 against, and 170,768 abstentions, plus 1,156,430 broker non-votes, indicating overall support for the current pay program.

Which audit firm did Victoria’s Secret (VSCO) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026, with 66,826,966 votes for, 80,677 against, and 52,535 abstentions, showing strong support for continuing the existing external auditor relationship.

Were all Victoria’s Secret (VSCO) director nominees elected at the 2026 meeting?

All nine director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Hillary Super and Irene Chang Britt, received a majority of votes cast, with additional broker non-votes reported for each director election line item.

When was Victoria’s Secret (VSCO) 2026 annual meeting held and how?

The 2026 annual meeting of Victoria’s Secret & Co. stockholders was held on June 11, 2026, by means of remote communication, allowing investors to participate and vote electronically on directors, executive compensation, and auditor ratification proposals.

Filing Exhibits & Attachments

3 documents