Investor launches proxy battle at Victoria’s Secret; retailer responds
Victoria’s Secret & Co. is being challenged with a proxy fight by its second-largest shareholder.
Australian retail entrepreneur and billionaire Brett Blundy’s BBRC International is looking to unseat two long-serving Victoria’s Secret board members at the company’s annual meeting in June. In May 2025, the retailer adopted a limited-duration shareholder rights plan — or “poison pill” — to “protect the best interests” of all shareholders after BBRC International increased its stake in the retailer to 13%. (BBRC had tried to buy the brand before it was spun off as an independent company in 2021.)
In an open letter to shareholders this week, Blundy was supportive of Victoria’s Secret CEO Hillary Super, but was highly critical of company chair Donna James and board member Mariam Naficy. Victoria’s Secret responded to Blundy’s challenge, calling it “a distracting campaign, which appears to be in response to the board’s decision not to appoint him as a director.” (More on the retailer's response, at end of article.)
“After 25 years, Ms. James' continued presence as a director is incompatible with the independent leadership this company requires,” Blundy wrote. “Nearly five years after separating from L Brands, it is time for the board to select another director as chair... Ms. Naficy’s presence on the board does not meet the standard of board-level capital allocation oversight that we believe stockholders should expect.”
Blundy's challenge comes as Victoria's Secret is experiencing a turnaround under the leadership of Super, who took the reins in late 2024. In March, the company delivered better-than-expected fourth-quarter earnings and sales amid a "standout quarter' and "exceptional year." In his letter, Blundy said that Super is building a “new VS,” and “she deserves a board that matches her ambition.”
"Voting against Ms. James’ and Ms. Naficy’s reelection is akin to 'addition by subtraction' – we believe that a board without them will bring fresh judgment to capital allocation, free management to focus on the core business rather than optimizing a failed acquisition and attract directors with the expertise this next phase demands,” Blundy wrote.
In the letter, Blundy detailed a series of missteps, including succession planning challenges, strategic misalignment and capital allocation concerns. He was particularly critical of the company’s $591 million acquisition of Adore Me in 2023, which he said “failed to meet its EBITDA [earnings before interest, taxes, depreciation and amortization] and net revenue targets, with performance so underwhelming that the company calculated that zero dollars were owed under the performance-based earnout.”
“Stockholders deserve accountability from both Ms. James as Chair and Ms. Naficy as the director the company's own proxy described as a key partner in overseeing that acquisition,” he wrote.
Victoria’s Secret Response
Victoria’s Secret said that its board and management have engaged extensively with Blundy over several years, with his primary focus being to obtain a board seat for himself.
“Most recently, in November 2025, the board rejected his candidacy after concluding that his appointment would introduce serious reputational, legal, conflict of interest and governance risks, threatening the progress the company has made and its path forward,” Victoria’s Secret stated.
“The board is unanimous in its support of the directors BBRC has chosen to target,” the company continued. “Board chair Donna James and Mariam Naficy have contributed meaningfully to establishing and overseeing the company’s Path to Potential strategy and provide valuable expertise and perspective as the company continues to execute it.”
For more on Victoria’s Secret response, click here.
