Brett Blundy is making his case for change at Victoria’s Secret & Co. in full view of other investors.
The Australian entrepreneur’s BBRC International has a 12.9 percent stake in the lingerie giant, but apparently isn’t getting the kind of engagement he wants since the company adopted a poison pill to prevent a takeover of the business with no control premium.
BBRC has taken the unusual step of issuing an open letter to the Victoria’s Secret’s board, hoping for answers during the firm’s first-quarter earnings conference call on Wednesday “given the lack of productive two-way dialogue that we would expect with a top stockholder.”
BBRC took clear aim at the board, noting that Victoria’s Secret stock is down 64.1 percent since the firm became independent in 2021, underperforming the S&P Composite 1500 Specialty Retail Index by 93.4 percentage points.
“What specific metrics convince the board that it possesses the competence to turn around what appears to be systematic value destruction — and why shouldn’t stockholders demand an immediate reconstitution of the board?” BBRC said.
The letter also criticized $625 million in Victoria’s Secret’s share buybacks as “poorly timed” and said the $591 million acquisition of Adore Me has “failed to generate meaningful returns.”
“These weren’t market timing errors or mistakes due to poor execution but systematic failures of fiduciary duty and due diligence,” BBRC said.
The letter also zeroed in on board chair Donna James, who has been a director at Victoria’s Secret and, before that, parent company L Brands, for more than 20 years.
“Rather than waiting for stockholders to force change through a proxy contest, shouldn’t the board proactively address the governance red flags that Ms. James’s tenure represents by committing to removing her as chair immediately and refreshing the board?” BBRC said.
Shares of the company slipped 2.3 percent to $22.20 on Tuesday.
A Victoria’s Secret spokesperson said, “We appreciate the input of all shareholders and look forward to continuing our engagement with BBRC, which has been extensive over the past three years, to fully understand their perspective and views.”
