Victoria's Secret & Co. 8-K

What Happened

• Victoria's Secret & Co. (filed on May 11, 2026, Item 5.02) disclosed that director Mariam Naficy informed the Board on May 10, 2026 that she will not stand for re-election at the Company’s 2026 Annual Meeting scheduled for June 11, 2026.
• Ms. Naficy said the decision reflects near-term professional commitments and the time required to engage with BBRC International PTE Limited’s proxy contest (launched May 4, 2026). Her withdrawal is not due to any disagreement with the Company, its management, the Board or any committee. She will continue to serve through the Annual Meeting. Immediately after the meeting the Board size will be reduced from ten to nine directors.

Key Details

• Director: Mariam Naficy notified the Board on May 10, 2026 of her decision.
• Annual Meeting date: June 11, 2026.
• Proxy contest: BBRC launched a proxy contest on May 4, 2026 (after the Company’s May 1, 2026 definitive proxy filing).
• Board change: Nomination withdrawn; Board will be reduced from 10 to 9 directors following the Annual Meeting.

Why It Matters

• This is a governance change announced ahead of the Company’s annual shareholder vote and comes amid an active proxy contest, which investors should monitor for developments.
• The departure reduces the Board’s size and slightly alters board composition going into the Annual Meeting; the filing states the departure is voluntary and not the result of any dispute.