SEC Form DEFA14A filed by Victorias Secret & Co.

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

(Amendment No. )

 

 

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)

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

Payment of Filing Fee (Check all boxes that apply):

 

☒	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

 

Explanatory Note

On May 11, 2026, Victoria’s Secret & Co. (“VS&Co” or the “Company”) filed with the Securities and Exchange Commission (“SEC”) and began the process of printing a supplement (the “Proxy Supplement”) to its Proxy Statement (the “Proxy Statement”) for the Company’s 2026 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”).

The Company is filing these definitive additional materials solely to correct certain inadvertent errors contained within the table filed with the SEC in the section entitled “Information Regarding Transactions in the Company’s Securities by Participants” included in the Appendix to the Proxy Supplement. The correct table, which is included in the printed version of the Proxy Supplement that will be distributed to certain stockholders of the Company, is set forth below:

Company Securities Purchased or Sold

(May 1, 2024 through May 11, 2026)

 

Name		Transaction Date				Number of Securities				Transaction Notes
Irene Chang Britt			06/18/2025				7,440
			06/13/2024				7,796
Sarah Davis			06/18/2025				7,304
			06/13/2024				7,654
Donna James			04/02/2026				2,175
			06/18/2025				12,739
			09/12/2024				1,000
			06/13/2024				12,210
Jacqueline Hernández			06/18/2025				7,304
			06/13/2024				7,654
Rod Little			06/18/2025				6,761
			06/13/2024				7,084
David McCreight			06/18/2025				7,304
			04/03/2025				3,246
Lauren Peters			06/18/2025				7,440
			06/13/2024				7,796
Anne Sheehan			04/02/2026				633
			06/18/2025				7,304
			06/13/2024				7,654
Hillary Super			03/19/2026				80,662
			03/19/2026				(23,294	)
			10/07/2025				(39,045	)
			03/19/2025				142,066
			10/07/2024				237,800
Scott Sekella			03/19/2026				30,765
			02/03/2026				(2,061	)
			09/02/2025				11,161
			02/03/2025				21,484

Melinda McAfee			03/19/2026				16,546
			03/19/2026				(13,445	)
			03/16/2026				(11,679	)
			02/19/2026				20,256				1
			10/31/2025				(2,221	)
			03/19/2025				53,621
			03/19/2025				(7,764	)
			03/16/2025				(7,351	)
			02/20/2025				9,400
			10/31/2024				(1,020	)
			08/18/2024				(214	)
			05/19/2024				(1,328	)
Mariam Naficy			06/18/2025				6,625
			06/13/2024				6,942

Transaction Descriptions

 

1	The reported acquired securities represent shares issued in settlement of performance share units granted on March 16, 2023 for which the Human Capital and Compensation Committee has certified achievement of performance.

Except as described in this Explanatory Note, the information contained in the Proxy Statement, as supplemented and amended by the Proxy Supplement, remains unchanged.