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Get filing alertsVictoria's Secret director exits board race amid proxy fight with BBRC International
Filed May 11, 2026 · Period ending May 10, 2026 · ~1 min read
Key Changes
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Director Mariam Naficy withdrew from re-election at June 11 annual meeting, citing professional commitments and time demands from BBRC International's proxy contest launched May 4. Board will shrink from 10 to 9 seats after the meeting.
Item 5.02 verify on EDGAR → -
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Naficy's departure is explicitly not due to any disagreement with management or the Board on company operations, policies, or practices. She will continue serving until the annual meeting.
Item 5.02 verify on EDGAR →
Summary
Victoria's Secret disclosed that director Mariam Naficy will not seek re-election at the company's June 11, 2026 annual meeting. Her decision comes just days after activist investor BBRC International launched a proxy contest on May 4, following the company's May 1 proxy filing. Naficy cited the time demands of engaging with the proxy fight alongside her existing professional commitments as reasons for stepping down.
The company emphasized her departure is amicable with no disagreements on operations or strategy. For retail investors, this development signals the proxy contest is creating real friction, even among directors not targeted for replacement. The Board's decision to reduce its size to nine rather than immediately fill Naficy's seat may reflect strategic positioning ahead of the shareholder vote. Watch the outcome of the June 11 annual meeting closely—the results will reveal whether BBRC's challenge gains traction and could reshape the company's governance and strategic direction.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 10, 2026, Mariam Naficy notified the Board of Directors (the “Board”) of Victoria’s Secret & Co. (the “Company”) of her decision to not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders scheduled for June 11, 2026 (the “Annual Meeting”). Ms. Naficy advised the Board that she made her decision in light of her near-term professional commitments and the time and attention required to engage with BBRC International PTE Limited’s (“BBRC”) proxy contest, which BBRC launched on May 4, 2026, after the May 1, 2026 filing of the Company’s definitive proxy statement for the Annual Meeting.
Director Mariam Naficy informed the Board she will not seek re-election at the June 11, 2026 Annual Meeting. She cited her professional commitments and the demands of responding to a proxy contest launched by BBRC International on May 4, 2026. This is a voluntary departure tied to external time constraints and the proxy battle, not a disagreement with management or the Board.
Added in current filing · verify on EDGAR →
As a result, Ms. Naficy’s nomination for election to the Board at the Annual Meeting has been withdrawn. Ms. Naficy will continue to serve as a director until the Annual Meeting. Immediately following the Annual Meeting, the size of the Board will be reduced from ten to nine directors.
Ms. Naficy's nomination has been withdrawn and she will serve until the Annual Meeting on June 11, 2026. After the meeting, the Board will shrink from ten to nine directors. This indicates the Company is not immediately replacing her seat, which may reflect strategic Board composition decisions amid the ongoing proxy contest.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Her decision is not the result of any disagreement with the Company, its management, the Board or any committee of the Board on any matters relating to the Company’s operations, policies or practices.
The filing explicitly states Ms. Naficy's departure is not due to any conflict or disagreement with the Company, its management, or the Board regarding operations, policies, or practices. This standard disclosure clarifies the departure is amicable and not driven by internal issues.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify