Blundy’s BBRC Targets Victoria’s Secret Chair in Pre-AGM Battle
BBRC International seeks removal of chair Donna James, citing governance failures, while Victoria’s Secret defends its strategic pivot and share price surge.
Australian billionaire Brett Blundy, through his investment vehicle BBRC International, is leading a campaign to remove Victoria’s Secret chair Donna James ahead of the company’s annual general meeting on Thursday. With a 13% stake in the US-listed brand, BBRC is the second-largest single shareholder, a position that provides a platform for what the company has characterised as a potential hostile takeover. The vote is scheduled for 8.30am eastern time on Thursday, which corresponds to 10.30pm AEST.
Blundy has sought board representation since 2021, arguing that the current leadership has caused years of value destruction and misallocated capital. In a letter filed with the US Securities and Exchange Commission, he claimed directors were not sufficiently invested in the company and that James’s long tenure had compromised independent oversight. His campaign intensified in May when he publicly urged shareholders to oust James and director Mariam Naficy, the latter of whom has since announced she will not stand for re-election.
Victoria’s Secret has firmly rejected Blundy’s bid for board entry, citing significant reputational risks associated with his other ventures, specifically Lovisa and Honey Birdette. The company’s note to shareholders also alleged that a trusted BBRC advisor visited stores under false pretences to obtain confidential sales data. While BBRC disputed the characterisation of that conduct, it confirmed it had destroyed the referenced materials. The acrimony has prompted Victoria’s Secret to implement a poison pill defence, which would allow existing shareholders to purchase additional shares if any investor acquires more than 15% of the company, thereby diluting a hostile bidder’s stake.
Major proxy advisory firms have endorsed the existing board, complicating Blundy’s efforts. Institutional Shareholder Services (ISS), Glass Lewis & Co, and Egan-Jones Proxy Services have all backed the current management team. ISS acknowledged that the business stumbled initially after its 2021 spin-off from L Brands but noted that performance has since turned around. The firm concluded that Blundy had not presented a compelling case for the chair’s removal, particularly given the company’s recent operational improvements.
The campaign faces a significant hurdle in the form of Victoria’s Secret’s recent market performance. Shares have risen more than 50% over the past month, a surge analysts attribute to reduced discounting and a strategic repositioning towards luxury branding. The company has reinstated its annual fashion show after a six-year hiatus and changed its US stock ticker from VSCO to VSXY to reflect this renewed focus. This strong share price performance has reportedly quelled investor angst, undermining Blundy’s argument that the board is failing to protect shareholder value.
