Victoria’s Secret is facing a boardroom showdown with Australian billionaire Brett Blundy as the lingerie giant prepares for a shareholder vote that could test confidence in its turnaround strategy.
Blundy’s investment firm BBRC International, which owns around 13 per cent of the US-listed retailer, is calling for shareholders to vote against the re-election of long-serving chair Donna James at Victoria’s Secret’s annual meeting on Thursday.
The campaign is the latest escalation in a long-running clash between Blundy and the Victoria’s Secret board over the company’s strategy, governance and refusal to appoint him as a director.
BBRC is the second-largest single shareholder in Victoria’s Secret, giving Blundy a significant platform as he pushes for change at the lingerie and beauty retailer.
The Monaco-based Australian is one of retail’s most prominent dealmakers, serving as chair of jewellery chain Lovisa and founding the Léays lingerie business. He previously owned Bras N Things and Honey Birdette.
Blundy has been pressing for changes at Victoria’s Secret since around 2021 and has argued that shareholders have endured years of “value destruction, misallocated capital and anti-stockholder governance”.
He has also claimed James’s long tenure has weakened independent oversight of the business.
BBRC initially called for investors to vote against both James and director Mariam Naficy. Naficy has since chosen not to stand for re-election, leaving James as the central target of the campaign.
Victoria’s Secret has pushed back strongly against the activist pressure, arguing that its board is best placed to oversee the company’s turnaround under chief executive Hillary Super.
It has said it previously rejected Blundy’s requests to join the board due to reputational and conflict-of-interest concerns linked to his other retail interests, including Lovisa and Honey Birdette.
Lovisa is currently defending a class action alleging it directed staff to work overtime without compensation. Honey Birdette previously faced reports over alleged workplace conduct issues, which the business described at the time as “mistruths”.
Victoria’s Secret has also alleged that one of Blundy’s advisers visited a number of its stores and falsely claimed to work with the business in order to obtain confidential sales information.
BBRC has disputed the company’s characterisation of the incident, but has said any materials referenced were destroyed in agreement with Victoria’s Secret.
The dispute has become increasingly hostile, with Victoria’s Secret previously adopting a shareholder rights plan, often described as a “poison pill”, after BBRC increased its stake in the company.
The plan was designed to make any hostile takeover attempt more difficult by giving existing shareholders the right to buy additional shares if any investor crossed a 15 per cent ownership threshold.
Blundy’s campaign has suffered a setback after major proxy advisory firms ISS, Glass Lewis and Egan-Jones backed Victoria’s Secret’s board and advised shareholders that BBRC had not made a compelling enough case for change.
ISS acknowledged concerns around James’s tenure and the company’s difficult early years after being spun out of L Brands in 2021, but said the board should remain in place as the retailer’s performance improves.
Victoria’s Secret shares have jumped sharply in recent weeks after the company upgraded its full-year forecasts and reported stronger first-quarter trading.
The retailer said net sales rose 15 per cent to 1.56 billion dollars in the quarter to 2 May, while adjusted operating income came in ahead of expectations.
Its recent momentum has been driven by efforts to reduce discounting, sharpen its product offer and lean back into a more premium, confidence-led version of the brand’s historic “sexy” positioning.
The company also revived its annual fashion show after a six-year break and changed its New York Stock Exchange ticker from VSCO to VSXY on 2 June, which it said reflected the next chapter in the brand’s evolution.
Victoria’s Secret said the ticker change reflected its commitment to “celebrating sexy in all its forms”, while Super said the business was “standing fully” in its identity.
The shareholder vote will now decide whether investors side with Blundy’s push for governance change or back the board’s argument that Victoria’s Secret’s turnaround is already gaining traction.
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