UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2026 (
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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. 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.
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 Naficy’s nomination for election to the Board at the Annual Meeting has been withdrawn.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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2026
| VICTORIA’S SECRET & CO. | ||||
| By: | /s/ Scott Sekella | |||
| Name: | Scott Sekella | |||
| Title: | Chief Financial and Operating Officer | |||