Victorias Secret Co

(Former Name or Former Address, if Changed Since Last Report)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2024, Victoria’s Secret & Co. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders approved an amendment to the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (the “VS 2021 Stock Plan”) to increase the number of shares authorized for issuance under the plan by 4,800,000 shares and to allow non-employee directors to defer all or part of their cash retainer into deferred shares (the “Stock Plan Amendment”). The Company’s Board of Directors adopted the Stock Plan Amendment, subject to stockholder approval, on April 22, 2024.

A description of the material terms of the VS 2021 Stock Plan, as amended by the Stock Plan Amendment, is set forth under the caption “Proposal Four: Amendment to VS 2021 Stock Plan” in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 3, 2024 (the “Proxy Statement”), which description is incorporated herein by reference.

The descriptions of the VS 2021 Stock Plan and the Stock Plan Amendment contained herein and in the Proxy Statement are not complete and are qualified in their entireties by the full text of the VS 2021 Stock Plan and the Stock Plan Amendment. Copies of the VS 2021 Stock Plan and the Stock Plan Amendment are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders (i) elected nine directors to serve until the 2025 annual meeting of stockholders, (ii) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the exculpation of the Company’s officers as permitted by Delaware law, (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iv) approved an amendment to the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan to increase the number of shares available for issuance under the plan by 4,800,000 shares, and (v) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

The final voting results with respect to each of the five proposals are set forth below.

Proposal 1. To elect nine directors to serve until the 2025 annual meeting of stockholders.

Proposal 2. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the exculpation of the Company's officers as permitted by Delaware law.

Proposal 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.

Proposal 4. To approve an amendment to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan to increase the number of shares available for issuance under the plan by 4,800,000 shares.

Proposal 5. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

Item 9.01. Financial Statements and Exhibits.