Victorias Secret Co

For the period ended Jun 18, 2025. Filed Apr 28, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 18, 2025 · Filed Apr 28, 2025

VSXY$108.05+1.6%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

VICTORIA’S SECRET & CO.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Victoria’s Secret & Co. is a specialty retailer of women’s intimate and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. We have more than 880 stores in the U.S., Canada and China, websites and other digital channels worldwide, and more than 500 stores in nearly 70 countries operating under franchise, license and wholesale arrangements. Our business operates two market-leading intimate apparel brands, Victoria’s Secret and PINK, each complemented by an industry-leading beauty business. Adore Me, our technology-led, digital first intimates brand serves women of all sizes, budgets and lifestyles. Our brands share a common purpose of supporting women in all they do.

Victoria’s Secret The Victoria’s Secret brand is a global leader inintimate apparel, renowned for its innovative,fashion-inspired collections including signaturebras, panties, lingerie, casual sleepwear, swim,lounge and sport, as well as award-winningprestige fragrances and body care. Victoria’sSecret is a timeless staple for sexy, glamorous andaffordable luxury for women around the world.

PINK PINK is a lifestyle brand for young womenproviding fun, vibrant collections and heritagepieces, including apparel, loungewear, activewear,bras, panties, accessories, beauty and more.PINK’s vibrant colors, playful designs andenduring commitment to community helpcustomers feel supported, confident andstylish every day.

Letter from Our

CHIEF EXECUTIVE OFFICER

Hillary Super

To Our Valued Stockholders, This is my first letter to you since joining Victoria’s Secret & Co. as CEO in September 2024. I am honored to be leading this iconic company at such a pivotal time. Over the past several months, I have immersed myself in our business, listening and learning from our associates, customers, partners, and stockholders. Through these conversations, I have gained a deep appreciation for the passion, talent, and dedication that define our organization. I am particularly inspired by our product and brand teams, who are relentlessly focused on innovation and exciting our customers, and our stores and digital teams who are elevating the customer experience. It is clear to me that VS&Co has a strong foundation, built on a legacy of leadership in the intimate apparel industry, a fiercely loyal customer base, and an unmatched global reach. Path to Potential: Our Strategy for the Future We are operating from a position of strength—proud of who we are and confident in how we uniquely serve and empower women. But strength is not about standing still. It’s about evolving, leading, and unlocking new opportunities. Our Path to Potential strategy is about putting the best of who we are back at the center of our business, connecting with consumers in meaningful ways, and driving long-term value. This strategy is built around four key priorities: • Recommitting to PINK and Winning the Next Generation We are revitalizing PINK by sharpening its identity, reestablishing its lifestyle positioning, and embracing a social-first approach to engage with young consumers in fresh and relevant ways. • Supercharging Bras and Reasserting Our Authority As the industry leader, we will continue innovating in fit, function, and fashion while expanding our assortment to serve more customers. By strengthening our marketing and enhancing the shopping experience, we will reinforce our leadership in bras. • Fueling Growth in Lifestyle Categories: Beauty, Sport & Swim Building on our beauty authority, we will expand into new opportunities and revitalize our Sport and Swim businesses by leveraging our expertise in innovation, quality, and fit. • Evolving Our Brand Projection & Go-To-Market Strategy We are modernizing how we engage with consumers—differentiating Victoria’s Secret and PINK while ensuring they complement each other. By embracing agility, cultural relevance, and a seamless omni-channel experience, we will stay at the center of consumer conversations.

VS&Co | 2025 PROXY STATEMENT

STOCKHOLDER LETTER

These strategies will drive growth across our global footprint, reinforcing our leadership in North America and expanding our reach internationally.

Enabling Our Success

Three key enablers will support the successful execution of these strategies:

Operating with efficiency and discipline to ensure agility and long-term profitability.
Building a customer-centric performance culture focused on doing fewer things better.
Evolving our product development processes to accelerate innovation and adaptability.

We are also aligning our structure to match our ambition, ensuring our brand and marketing teams have the dedicated leadership necessary to bring our strategies to life.

Looking Ahead with Confidence

While we recognize the macroeconomic headwinds that may impact the retail landscape, we are well-positioned to manage them effectively while executing our Path to Potential strategy.

We are committed toelevating our brands, winning the next generation of consumers, and reinforcing our leadership in intimate apparel and beyond. With clarity, discipline, and an unwavering focus on our customer, we will unlock new levels of growth, innovation, and impact—delivering value for our associates, our customers, and our stockholders.

Thank you for your continued support and belief in our future. I am excited about the journey ahead and look forward to sharing our progress as we unlock the full potential of our brands, our product, and our customer relationships.

Sincerely,

Hillary Super

Chief Executive Officer

April 28, 2025

VS&Co | 2025 PROXY STATEMENT

Letter from Our

CHAIR OF OUR BOARD

Donna James

Dear Fellow Stockholders, As Chair of the Board of Directors, I want to take this opportunity to reaffirm our confidence in the future of Victoria’s Secret & Co. and the strategic direction outlined by our leadership team. Since becoming an independent company four years ago, VS&Co has undergone a significant transformation to strengthen its foundation, enhance its relevance, and position itself for sustainable growth. When VS&Co launched as a standalone company, we set out to modernize our business, reignite product innovation, and rebuild our connection with customers. We have worked to refine our brand positioning and streamline our operations while improving our store and digital experiences and expanding international reach. We took deliberate steps to strengthen our leadership team, evolve our marketing approach, and reimagine our product portfolio to better serve the modern consumer. This year, we began to see the impact of these efforts reflected in our financial performance, brand momentum, and deepened customer engagement. But while we have made meaningful progress, we recognize that our work is far from done. We are entering a new phase—one where we stay agile, mitigating downside risk while astutely playing offense to drive accelerated growth and fully capitalize on the potential of our brands. The Board’s Commitment to Supporting VS&Co’s Growth The Board of Directors is fully aligned with and supportive of the Path to Potential strategy that CEO Hillary Super and her leadership team are executing. This strategy builds upon our strengths while positioning us for long-term success through focused investments in product innovation, brand evolution, and operational efficiency. We are particularly encouraged by the company’s commitment to: • Revitalizing PINK and strengthening its connection with younger consumers. • Driving leadership in bras through continuous innovation and an elevated customer experience. • Expanding high-potential categories like Beauty, Sport, and Swim. • Optimizing our full go-to-market strategy to better connect with and engage customers and deliver a seamless, best-in-class experience across all touchpoints. The Board believes these efforts will not only differentiate VS&Co in the market but also further ignite brand passion, increase customer loyalty, and drive sustainable growth.

VS&Co | 2025 PROXY STATEMENT

STOCKHOLDER LETTER

Performance and Financial Strength The progress we have made is reflected in our financial performance. In 2024, VS&Co delivered year-over-year growth in net sales, as well as:

26% INCREASE INOPERATING INCOMECOMPARED TO 2023

47% INCREASE IN NETINCOME PER SHARECOMPARED TO 2023

These results reflect the strength of our brands, disciplined execution, and the resilience of our teams. Looking Ahead We acknowledge the challenges that come with navigating a dynamic retail and macro environment, but we remain confident in our ability to manage near-term headwinds while astutely pursuing opportunities for growth. Our focus is not just on adapting to change, but on leading—reshaping the future of intimate apparel, expanding our brand influence, and delivering long-term value for our stockholders. The Board is committed to supporting the leadership team, empowering our associates and working to ensure VS&Co continues to thrive as the world’s leading intimate apparel company. On behalf of the entire Board, thank you for your trust, support and investment in Victoria’s Secret & Co. We look forward to continuing our journey together as we unlock the full potential of this great company. Sincerely, Donna James Chair of the Board April 28, 2025

VS&Co | 2025 PROXY STATEMENT

Victoria’s Secret & Co.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our stockholders:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Victoria’s Secret & Co. (“VS&Co”) will be held virtually via live audio webcast on Wednesday, June 18, 2025, at 8:30 a.m. Eastern Time. Stockholders may participate in, vote, and submit questions during the 2025 Annual Meeting online atwww.proxydocs.com/VSCO. At the meeting, stockholders will be asked to vote on the following proposals:

To elect ten directors to serve until the 2026 annual meeting of stockholders;	Date and Time Wednesday June 18, 2025 8:30 a.m. Eastern Time
To approve, on an advisory basis, the compensation of our named executive officers;	Location Live audio webcast: www.proxydocs.com/VSCO
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025; and
To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.	Record Date April 21, 2025

Each of these proposals is described more fully in the accompanying Proxy Statement. Only holders of record of VS&Co common stock at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting and any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholders Meeting to be held on June 18, 2025

We will be utilizing Securities and Exchange Commission (“SEC”) rules that allow us to make the Proxy Statement, our Annual Report, and other proxy materials available on the Internet as the primary means of furnishing the proxy materials to stockholders. Rather than mailing stockholders a paper copy of our proxy materials, on or about April 28, 2025, we will mail to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to gain online access, free of charge, to our proxy materials. This notice will also include information on how to request a printed or emailed set of proxy materials. The Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, and the Notice of Annual Meeting of Stockholders are available atwww.proxydocs.com/VSCO.

VS&Co | 2025 PROXY STATEMENT

How to Vote Your Shares

Your vote is important. Please read the accompanying Proxy Statement and vote right away using any of the following methods:

Stockholders of Record

Vote by Internet at www.proxydocs.com/VSCO

Vote by Telephone at 1-866-977-5067

Vote by Mail by signing and returning your proxy card (if you received a Notice of Internet Availability of Proxy Materials, you will first need to request a printed set of proxy materials to vote using this method)

Beneficial Stockholders

If you are a beneficial owner, you will receive instructions from your bank, broker, or other nominee that you will need to follow in order to vote your shares

“Your vote is important.

Please read the

accompanying Proxy

Statement and vote

right away.”

Attending the Meeting

In an effort to encourage all of our stockholders to attend the 2025 Annual Meeting virtually from any location convenient to them, as well as reduce the expense and environmental impact of traveling to anin-person meeting, the 2025 Annual Meeting will be conducted exclusively online via live audio webcast. Stockholders will not be able to attend the 2025 Annual Meeting in person.

To participate in the 2025 Annual Meeting, please visit www.proxydocs.com/VSCO. In order to attend, you must register in advance at www.proxydocs.com/VSCO using the 12 digit control number found on your Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card. Upon completing your registration, you will receive further instructions via email, including information about your unique link that will allow you access to the meeting and to vote and submit questions during the meeting.

Stockholders will be able to listen, vote, examine our stockholders list, and submit questions during the virtual meeting. Whether or not you plan to attend the 2025 Annual Meeting, please vote your shares as soon as possible to ensure they are represented at the meeting.

By Order of the Board of Directors,

Donna James

Chair of the Board

April 28, 2025

VS&Co | 2025 PROXY STATEMENT

Safe Harbor Statement

UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We caution that any forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by us, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements, and any future performance or financial results expressed or implied by such forward-looking statements are not guarantees of future performance. Forward-looking statements include, without limitation, statements regarding our future operating results, the implementation and impact of our strategic plans, and our ability to meet environmental, social, and governance goals. Words such as “estimate,” “commit,” “will,” “target,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” and any similar expressions are intended to identify forward-looking statements. Risks associated with the following factors, among others, could affect our results of operations and financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements:

•	general economic conditions, inflation and changes in consumer confidence and consumer spending patterns;

•	market disruptions including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

•	uncertainty in the global trade environment, including the imposition or threatened imposition of tariffs or other trade restrictions;

•	our ability to successfully implement our strategic plan;

•	difficulties arising from changes and turnover in company leadership or other key positions;

•	our ability to attract, develop and retain qualified associates and manage labor-related costs;

•	our dependence on traffic to our stores and the availability of suitable store locations on satisfactory terms;

•	our ability to successfully operate and expand internationally and related risks;

•	the operations and performance of our franchisees, licensees, wholesalers and joint venture partners;

•	our ability to successfully operate and grow our direct channel business;

•	our ability to protect our reputation and the image and value of our brands;

•	our ability to attract customers with marketing, advertising and promotional programs;

•	the highly competitive nature of the retail industry and the segments in which we operate;

•	consumer acceptance of our products and our ability to manage the life cycle of our brands, remain current with fashion trends, and develop and launch new merchandise, product lines and brands successfully;

•	our ability to integrate acquired businesses and realize the benefits and synergies sought with such acquisitions;

•	our ability to incorporate artificial intelligence into our business operations successfully and ethically while effectively managing the associated risks;

VS&Co | 2025 PROXY STATEMENT

•	our ability to source materials and produce, distribute and sell merchandise on a global basis, including risks related to:

∎	political instability and geopolitical conflicts;

∎	environmental hazards and natural disasters;

∎	significant health hazards and pandemics;

∎	delays or disruptions in shipping and transportation and related pricing impacts;

∎	foreign currency exchange rate fluctuations; and

∎	disruption due to labor disputes;

•	our geographic concentration of production and distribution facilities in central Ohio and Southeast Asia;

•	the ability of our vendors to manufacture and deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations;

•	fluctuations in freight, product input and energy costs;

•	our and our third-party service providers’ ability to implement and maintain information technology systems and to protect associated data and system availability;

•	our ability to maintain the security of customer, associate, third-party and company information;

•	stock price volatility;

•	shareholder activism matters;

•	our ability to maintain our credit rating;

•	our ability to comply with regulatory requirements; and

•	legal, tax, trade and other regulatory matters.

Except as may be required by law, we assume no obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this Proxy Statement to reflect circumstances existing after the date of this report or to reflect the occurrence of future events, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 21, 2025.

References

“VS&Co,” “we,” “us,” “our,” and the “Company” refers to Victoria’s Secret & Co. together with its subsidiaries unless the context otherwise requires. Our fiscal year ends on the Saturday nearest to January 31. As used herein, “2024” and “fiscal 2024” refer to the 52-week period ended February 1, 2025, “2023” and “fiscal 2023” refer to the 53-week period ended February 3, 2024, “2022” and “fiscal 2022” refer to the 52-week period ended January 28, 2023, and “2021” and “fiscal 2021” refer to the 52-week period ended January 29, 2022.

Incorporation by Reference

Neither the Compensation Committee Report nor the Report of the Audit Committee shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, this Proxy Statement includes website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement.

Non-GAAP Financial Measures

In addition to our results provided in accordance with U.S. generally accepted accounting principles (“GAAP”), this Proxy Statement providesnon-GAAP financial measures that present gross profit, general, administrative, and store operating expenses, operating income, net income per diluted share and free cash flow in fiscal 2024 and fiscal 2023 on an adjusted basis, which remove certainnon-recurring, infrequent or unusual items that we believe are not indicative of the results of our ongoing operations due to their size and nature. The intangible asset amortization excluded from thesenon-GAAP financial measures is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. Thesenon-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead,

VS&Co | 2025 PROXY STATEMENT

we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition ofnon-GAAP financial measures may differ from similarly titled measures used by other companies. Please see Appendix A of this Proxy Statement for additional detail regarding thesenon-GAAP financial measures and a reconciliation between eachnon-GAAP financial measure and the most directly comparable GAAP financial measure.

VS&Co | 2025 PROXY STATEMENT

Table of

CONTENTS

1
Proxy Summary
7
PROPOSAL ONE:Election of Directors
8	Director Nominees
18
Corporate Governance
18	Role of the Board
20	Board Composition
25	Board Policies and Practices
28	Board Committees
31	Corporate Governance Policies and Practices
32	Related Party Transactions
33
Environmental and Social Sustainability

35
Human CapitalManagement
37
Director Compensation
39
Compensation Discussion and Analysis
44	Compensation Governance Processes
46	NEO Compensation Components
53	Compensation Governance
55	Compensation Committee Report
56	Executive Compensation Tables
68	CEO Pay Ratio
69	Pay Versus Performance
73
PROPOSAL TWO:Advisory Approval of Compensation of Named Executive Officers

Beneficial Ownershipof Shares

Audit Committee Matters

PROPOSAL THREE:Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholder Proposals for the 2026 Annual Meeting

Questions and Answers

VS&Co | 2025 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.