{"id":966344,"date":"2026-05-22T08:11:30","date_gmt":"2026-05-22T12:11:30","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/bbrc-corrects-the-record-on-victorias-secrets-investor-presentation\/"},"modified":"2026-05-22T08:11:30","modified_gmt":"2026-05-22T12:11:30","slug":"bbrc-corrects-the-record-on-victorias-secrets-investor-presentation","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/bbrc-corrects-the-record-on-victorias-secrets-investor-presentation\/","title":{"rendered":"BBRC Corrects the Record on Victoria\u2019s Secret\u2019s Investor Presentation"},"content":{"rendered":"

<\/p>\n

\nBBRC Corrects the Record on Victoria\u2019s Secret\u2019s Investor Presentation<\/p>\n

Urges Stockholders to Vote AGAINST<\/b> Chair Donna James on the GOLD<\/b> Proxy Card at the June 11 Annual Meeting<\/i><\/p>\n

NEW YORK–(BUSINESS WIRE<\/a>)–
\nBBRC International PTE Limited (together with its affiliates, \u201cBBRC\u201d or \u201cwe\u201d), a long-term stockholder of Victoria\u2019s Secret & Co. (NYSE: VSCO) (\u201cVS\u201d or the \u201cCompany\u201d) and owner of approximately 13% of the Company\u2019s outstanding shares, today issued the following statement in response to the Company\u2019s May 20 presentation.<\/p>\n

This press release features multimedia. View the full release here: https:\/\/www.businesswire.com\/news\/home\/20260522552213\/en\/<\/a><\/p>\n

\"Source:<\/p>\n

Source: VS and American Eagle Outfitters (AEO) Form 10-K filings. Aerie segment operating margin reflects corporate overhead estimate based on Aerie segment’s annual revenue as a percentage of AEO revenue.<\/p>\n<\/div>\n

\u201cOver the past year, VS has repeatedly misrepresented BBRC\u2019s intentions while ignoring every concern we have raised regarding the Board\u2019s slow and poor decision-making during the 25-year tenure of Chair Donna James.1<\/sup><\/b> Stockholders should note where VS has chosen to focus its defense. Rather than explain why Ms. James should be trusted with a 26th<\/sup> year after the record of the last 25, the Board has devoted its presentation to attacking BBRC. A board confident in its Chair’s record defends that record \u2013 it does not change the subject.<\/i><\/p>\n

As a large, committed stockholder that has owned shares since 2022 and brings a highly relevant background in the global lingerie and specialty retail sector, we are deeply disappointed in the Board\u2019s refusal to 1) acknowledge its errors and 2) make a common-sense change to ensure similar mistakes are not repeated.<\/i><\/p>\n

We acknowledge the turnaround that has begun under CEO Hillary Super \u2013 the Company\u2019s claim that we do not is false. But a few quarters of recovery do not erase the mistakes made under Ms. James\u2019 oversight, nor do they justify keeping the leader who made a turnaround necessary. After 25 years, we believe it is uncontroversial for Ms. James to step aside so a new Chair can ensure the turnaround is successful over the long term. Because the Board has refused to address Chair succession, it now falls to stockholders to advocate for the change.\u201d<\/i><\/p>\n

VS’ Claims vs. the Facts: What the Board Left Out<\/span><\/b><\/p>\n\n\n\n\n\n\n
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The Company\u2019s Claims2<\/sup><\/b><\/p>\n<\/td>\n

\n

The Facts<\/b><\/p>\n<\/td>\n<\/tr>\n

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\u201cThe Board recognized the need for change\u201d<\/i><\/p>\n<\/td>\n

\n
    \n
  • \nThe Board appointed Martin Waters as CEO despite his previous failures and then took three years to replace him \u2013 at great cost.<\/p>\n<\/li>\n<\/ul>\n

    \n\u00a0<\/p>\n

      \n
    • \nWhile senior executives have been replaced since the spin-off, the individual responsible for Board leadership during this period of poor judgment and financial underperformance (Ms. James) remains in place.<\/p>\n<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\n

\u201cDonna and the Board took decisive action and the turnaround is working”<\/i><\/p>\n<\/td>\n

\n
    \n
  • \nVS benchmarks its current performance against the FY2023 trough, presenting a recovery to below-normal operating levels as if it were a win, while omitting the decline that the Board has overseen since FY2021.<\/p>\n<\/li>\n<\/ul>\n

    \n\u00a0<\/p>\n

      \n
    • \nThe James-led Board told stockholders at the 2023 Investor Day that VS would deliver 10%-12% operating margins in FY2026, but now the Board is guiding to 6.2%-6.7%3<\/sup> and calling it a win.<\/p>\n<\/li>\n<\/ul>\n

      \n\u00a0<\/p>\n

        \n
      • \nThe Board has not explained why it believes that Ms. James\u2019 continued leadership of the Board will not lead to a repeat of the errors we believe she made over the course of her 25-year involvement with VS:<\/p>\n
          \n
        • \nMismanaged oversight of L Brands\u2019 regulatory and legal compliance as Chair of the L Brands Audit Committee, leading to a $90 million settlement.<\/p>\n<\/li>\n
        • \nAppointed Mr. Waters as CEO despite his previous failures and took three years to replace him.<\/p>\n<\/li>\n
        • \nSupported the acquisition of Adore Me and botched oversight of its integration.<\/p>\n<\/li>\n
        • \nOversaw poorly timed share repurchases that squandered capital, and then left available capital undeployed when the stock was most depressed.<\/p>\n<\/li>\n
        • \nOversaw significant declines from FY2021 to FY2025 in:<\/p>\n
            \n
          • \nNet income;<\/p>\n<\/li>\n
          • \nOperating income;<\/p>\n<\/li>\n
          • \nOperating margins;<\/p>\n<\/li>\n
          • \nNet sales; and<\/p>\n<\/li>\n
          • \nDiluted EPS.<\/p>\n<\/li>\n<\/ul>\n<\/li>\n<\/ul>\n<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\n

\u201cVSCO’s Board has taken a disciplined and balanced approach to capital allocation”<\/i><\/p>\n<\/td>\n

\n
    \n
  • \nBy replacing leadership and belatedly launching a review of the business in March 2026, the Board has essentially conceded that the $591 million acquisition of Adore Me was a failure, but it has still not explained why Ms. James should be trusted to continue making capital allocation decisions in the future.<\/p>\n<\/li>\n<\/ul>\n

    \n\u00a0<\/p>\n

      \n
    • \nAdore Me has already resulted in $156 million in impairments and restructuring charges. Exiting failed M&A and absorbing write-downs is the right decision if it prevents further losses.<\/p>\n<\/li>\n<\/ul>\n

      \n\u00a0<\/p>\n

        \n
      • \nThe Board has not explained why $375 million in authorized capital was not deployed for share repurchases, including when TSR since the spin-off was:<\/p>\n
          \n
        • \n-56% in April 2024; or<\/p>\n<\/li>\n
        • \n-57% in April 2025; or<\/p>\n<\/li>\n
        • \n-51% in July 2025.4<\/sup><\/li>\n<\/ul>\n<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\n

\u201cBBRC has offered no credible alternative strategy, no operational plan and no path to create value for shareholders\u201d<\/i><\/p>\n<\/td>\n

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