Victorias Secret & Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VSCO
Clothing/Shoe/Accessory Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 23, 2025 (June 18, 2025 )
| (Exact Name of Registrant as Specified in Its Charter) | |||||||||||
| (State or other jurisdiction of incorporation) | |||||||||||
| (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(614 ) 577-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected ten directors to serve until the 2026 annual meeting of stockholders, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
The final voting results with respect to each of the three proposals are set forth below.
Proposal 1. To elect ten directors to serve until the 2026 annual meeting of stockholders.
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
Irene Chang Britt | 44,442,779 | 16,866,786 | 598,418 | 8,895,380 | ||||||||||
Sarah Davis | 44,636,924 | 16,670,252 | 600,807 | 8,895,380 | ||||||||||
Jacqueline Hernández | 44,601,654 | 16,708,148 | 598,181 | 8,895,380 | ||||||||||
Donna James | 44,384,342 | 16,922,221 | 601,420 | 8,895,380 | ||||||||||
| Rod Little | 44,711,338 | 16,590,281 | 606,364 | 8,895,380 | ||||||||||
| David McCreight | 46,277,969 | 15,019,575 | 610,439 | 8,895,380 | ||||||||||
Mariam Naficy | 44,654,599 | 16,649,384 | 604,000 | 8,895,380 | ||||||||||
Lauren Peters | 44,691,257 | 16,613,816 | 602,910 | 8,895,380 | ||||||||||
Anne Sheehan | 43,801,334 | 17,503,410 | 603,239 | 8,895,380 | ||||||||||
Hillary Super | 45,794,163 | 15,498,822 | 614,998 | 8,895,380 | ||||||||||
Proposal 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 46,549,043 | 14,777,442 | 581,498 | 8,895,380 | ||||||||
Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 69,589,419 | 665,780 | 548,163 | — | ||||||||
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.
| VICTORIA'S SECRET & CO. | |||||||||||
| Date: | June 23, 2025 | By: | /s/ Scott Sekella | ||||||||
| Scott Sekella | |||||||||||
| Chief Financial Officer | |||||||||||