Brett Blundy — the Australian retail entrepreneur and billionaire who’s been pushing for change at Victoria’s Secret & Co. for years — is taking his case directly to shareholders.
Blundy’s BBRC International launched a proxy battle on Monday seeking to unseat two Victoria’s Secret board members at the company’s annual meeting in June. BBRC, which tried to buy the brand before it was spun off as an independent company in 2021, is the lingerie giant’s second-largest shareholder with a 13 percent stake.
An open letter to shareholders that accompanied the official regulatory filing kicking off the proxy fight revealed Blundy as supportive of chief executive officer Hillary Super but much less so of chair Donna James and her fellow board member Mariam Naficy.
“Ms. Super is building a new VS,” Blundy said in his letter. “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.
“These are not changes that disrupt the turnaround,” he said. “They are changes that accelerate it.”
Super, who joined Victoria’s Secret from Savage x Fenty in 2024, has overseen something of a renaissance at the brand, which is more confidently projecting its image out to the world with its famed runway show. It has also seen a resurgence on Wall Street.
Shares of the company have risen about 117 percent under Super, pushing the stock back above its initial valuation. Victoria’s Secret’s stock inched up 0.7 percent to $50.61 in after-hours trading as investors got word of the proxy battle, which Blundy had previously telegraphed.
For Victoria’s Secret to truly take flight, Blundy said the company needs a board ready to take decisive action.
“Months of turnaround do not make up for years of underperformance,” he said. “Since spinning off from L Brands in August 2021, VS has destroyed stockholder value under the board’s watch.”
He pointed to the company’s $591 million deal to buy Adore Me, which “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.”
Blundy appeared to attribute responsibility for the deal’s shortcomings to Naficy, who he pointed out was described by the company as “a key partner in overseeing acquisitions, including the acquisition of Adore Me… and the realization of synergies and other benefits from that acquisition.”
He also griped about what he said were poorly timed stock buybacks, $155 million of impairments and restructuring charges last quarter and more.
“Replacing the CEO in 2024 was the right decision,” Blundy said. “Our question is: why did it take three years and 70 percent-plus stockholder value destruction for this board to reach that conclusion? A board that learns from its mistakes acts on them promptly — this board takes credit for belatedly correcting them.”
The investor laid responsibility for what he sees as too-slow a CEO switch at the board’s top spot.
“Chair Donna James has been a director of VS and its predecessor entities for 25 years. Excessive director tenure is incompatible with good governance,” Blundy wrote. “Unfortunately, the specific consequence of excessive tenure that governance experts warn about has already occurred at VS: lacking the independence to challenge management and the fortitude to make hard decisions, the board waited too long to transition away from the prior CEO it appointed.”
Proxy battles are both expensive and relatively rare, but Victoria’s Secret isn’t the only one with a shareholder meeting fight on its hands.
Lululemon Athletica Inc. is squaring off with its founder, Chip Wilson, who’s also advocating for a board shake-up.
