BBRC seeks board changes at Victoria's Secret after failed talks

BBRC International PTE Limited, which owns approximately 12.9% of Victoria's Secret & Co. (NYSE: VSCO), released a letter to the company's board of directors seeking governance changes after months of unsuccessful private discussions.

The investor, which describes itself as Victoria's Secret's second-largest stockholder, is calling for the removal of Board Chair Donna James, who has served in oversight roles at the company for over 22 years, and the appointment of a stockholder representative to the board.

In the letter dated November 4, 2025, BBRC founder Brett Blundy stated the board has been "defensive" and taken an "adversarial stance" through its legal counsel at Kirkland & Ellis, preventing meaningful dialogue about board representation.

BBRC cited concerns about James's tenure, noting she served 18 years on the board of L Brands, Victoria's Secret's former parent company, where she chaired the Audit Committee for 15 years, followed by four years as Board Chair since the spin-off.

The investor also raised concerns about the board's oversight of cybersecurity, referencing "the lapse this spring," and noted that according to the company's 2025 proxy statement, the Nominating and Governance Committee has not recruited directors with expertise in technology, cybersecurity, artificial intelligence or privacy.

BBRC highlighted what it characterized as minimal stock ownership among current board members, stating that only 1,000 shares of the board's total ownership were purchased while serving as directors, with the remainder granted or purchased before joining the board.

The letter indicates BBRC intends to replace directors at the 2026 annual meeting if the board does not demonstrate willingness to engage. BBRC expects to file a preliminary proxy statement with the Securities and Exchange Commission to solicit proxies for director nominations.

White & Case LLP serves as legal counsel to BBRC, with Saratoga Proxy Consulting LLC as proxy solicitor and Longacre Square Partners LLC as strategic advisor.

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