The activist fight that has been simmering at Victoria's Secret for a year is now on a deadline. BBRC International, the investment vehicle of Australian retail entrepreneur Brett Blundy, filed a proxy statement this week soliciting shareholder votes against the reelection of two independent directors at the lingerie retailer's annual meeting, as Retail Dive reported. The filing arrives roughly two weeks before the company's anti-takeover shareholder rights plan — the "poison pill" adopted in May 2025 — expires on May 18.
The two directors BBRC is targeting are Donna James, the board chair, and Mariam Naficy. BBRC's proxy materials argue that James has held an "excessively long" tenure and that Naficy's involvement in Victoria's Secret's failed acquisition of personalized-lingerie startup Adore Me reflects a lack of capital-allocation oversight. The filing also frames the campaign as a vote to "support the turnaround" rather than as a hostile takeover attempt — language that matters because it shifts the narrative from a control fight to a governance referendum, per BusinessWire's release of the BBRC statement.
The backstory matters for context. BBRC began accumulating Victoria's Secret stock in March 2025 and quickly built a roughly 13% position, as Business of Fashion documented at the time. The board's response was the limited-duration shareholder rights plan, which would dilute any holder accumulating more than 15% of shares without board approval. The pill bought Victoria's Secret a year of breathing room. That year is up.
Blundy is not a passive investor. He sold a previous lingerie business to Hanesbrands for roughly $400 million, has been publicly building a stake in Bras N Things, and has said in past interviews that he believes the global lingerie category is structurally underexploited by the public retailers operating in it. His thesis on Victoria's Secret has been consistent: the brand has retained pricing power and category dominance, but execution under current leadership has compressed margins and ceded share to American Eagle's Aerie subsidiary, Skims, and the boutique lingerie brands that emerged from the post-2020 inclusivity reset.
The proxy fight is also playing out against a difficult earnings backdrop for the company. Victoria's Secret's most recent quarter showed flat-to-modestly-positive comparable sales but margin compression that raised questions about the durability of the relaunch strategy CEO Hillary Super has been executing since taking the role in late 2024. Wall Street consensus is that the company has stabilized but has not returned to growth; BBRC's argument is that the board, not the operating team, is the binding constraint.
The mechanics of the May 18 expiry matter for what happens next. Once the rights plan lapses, the board will need to either renew it (which requires a fresh defensible justification under Delaware law and would likely face a shareholder lawsuit) or accept that BBRC could move above 15% without triggering dilution. Renewing the pill in the middle of an active proxy contest would itself become a campaign issue. Letting it expire opens the door to BBRC pushing toward a position large enough to control board composition outright through future contests.
Activist proxy fights at U.S. retailers have a mixed track record. The successful ones — Starboard at Macy's, Ancora at Kohl's last year — tended to be ones that aligned with shareholder frustration over a specific set of operational metrics. The unsuccessful ones have typically been the ones where the board could credibly point to in-flight strategy. Victoria's Secret's leadership team will need to point to something concrete in the next two weeks: a margin recovery datapoint, a category-share update, a meaningful capital-return announcement.
The Hillary Super-era turnaround has not been without genuine progress. The brand's collegiate licensing partnerships, the Bombshell-fragrance push, and the rebuild of the PINK sub-brand have all reset categories that had been declining for years. International expansion, particularly the China relaunch, is performing ahead of plan. But the BBRC argument is that those gains are happening despite the board, not because of it — and that a renewed board could move faster on capital returns and the divestiture of the underperforming brand-extensions portfolio.
For the broader retail sector, the Victoria's Secret fight is the most prominent active activist campaign in U.S. specialty retail right now. The outcome will shape how other activists approach the category — particularly the apparel and accessories names trading at depressed multiples that BBRC and similar funds have been quietly studying. Coach parent Tapestry, PVH, Capri, and Foot Locker are all among the names where activist filings have been speculated about. A win for BBRC at the May annual meeting validates the playbook. A loss freezes the next round of campaigns for at least a quarter. Either way, the May 18 expiry date is now the most-watched corporate-governance milestone in U.S. retail.