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Compiled from SEC Form N-PX filings and VICTORIA'S SECRET & CO.’s Form 8-K, filed June 14, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of June 13, 2024: 13 items on VICTORIA'S SECRET & CO.’s Form 8-K, filed June 14, 2024: 13 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore VICTORIA'S SECRET & CO. in the interactive database Compare manager voting policies
These tallies are VICTORIA'S SECRET & CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 14, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Irene Chang Britt | 49,451,286 | 8,204,197 | 1,038,603 | -- | 8,437,784 | 86% | Not verified | — |
| Elect Director: Sarah Davis | 44,404,876 | 13,250,737 | 1,038,473 | -- | 8,437,784 | 77% | Not verified | — |
| Elect Director: Jacqueline Hernández | 44,356,970 | 13,298,831 | 1,038,285 | -- | 8,437,784 | 77% | Not verified | — |
| Elect Director: Donna James | 44,131,350 | 13,522,286 | 1,040,450 | -- | 8,437,784 | 77% | Not verified | — |
| Elect Director: Rod Little | 57,261,515 | 392,836 | 1,039,735 | -- | 8,437,784 | 99.3% | Not verified | — |
| Elect Director: Mariam Naficy | 44,392,003 | 13,254,129 | 1,047,954 | -- | 8,437,784 | 77% | Not verified | — |
| Elect Director: Lauren Peters | 49,711,060 | 7,943,786 | 1,039,240 | -- | 8,437,784 | 86% | Not verified | — |
| Elect Director: Anne Sheehan | 44,350,135 | 13,305,912 | 1,038,039 | -- | 8,437,784 | 77% | Not verified | — |
| Elect Director: Martin Waters | 49,360,958 | 9,245,830 | 87,298 | -- | 8,437,784 | 84% | Not verified | — |
| 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 | 56,977,453 | 1,666,409 | 50,224 | -- | 8,437,784 | 97% | Not verified | — |
| 3. To approve, on an advisory basis, the compensation of the Company's named executive officers | 48,667,832 | 9,966,586 | 59,668 | -- | 8,437,784 | 83% | Not verified | — |
| 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 | 42,050,308 | 16,603,405 | 40,373 | -- | 8,437,784 | 72% | Not verified | — |
| 5. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024 | 66,942,033 | 153,438 | 36,399 | -- | -- | 99.7% | Not verified | — |
Source: VICTORIA'S SECRET & CO., Form 8-K, filed with the SEC on June 14, 2024 — read the filing on EDGAR.
Each item below shows how the 331 asset managers that disclosed a VICTORIA'S SECRET & CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 5 wordings of this item as funds reported it.
77% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Anne Sheehan
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Anne Sheehan”): 44,350,135 for, 13,305,912 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,393 for, 240 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
77% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Donna James
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Donna James”): 44,131,350 for, 13,522,286 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,393 for, 240 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
86% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Irene Chang Britt
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Irene Chang Britt”): 49,451,286 for, 8,204,197 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,393 for, 240 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
86% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Lauren Peters
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Lauren Peters”): 49,711,060 for, 7,943,786 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,393 for, 240 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
77% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Mariam Naficy
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Mariam Naficy”): 44,392,003 for, 13,254,129 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,633 for, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
84% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Martin Waters
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Martin Waters”): 49,360,958 for, 9,245,830 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,633 for, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Rod Little
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Rod Little”): 57,261,515 for, 392,836 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,393 for, 240 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
77% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Sarah Davis
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Sarah Davis”): 44,404,876 for, 13,250,737 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 79 asset managers below reported 27,658,633 for, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.
Combines 5 wordings of this item as funds reported it.
77% Majority: yes · of votes cast
Description as filed by funds: To elect nine directors to serve until the 2025 annual meeting of stockholders: Jacqueline Hernandez
VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Jacqueline Hernández”): 44,356,970 for, 13,298,831 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 73 asset managers below reported 27,642,224 for, 240 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: To approve an amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of our officers as permitted by Delaware law;
VICTORIA'S SECRET & CO.’s own tally for this item (“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”): 56,977,453 for, 1,666,409 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 80 asset managers below reported 27,273,413 for, 387,565 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,241 | 699 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 0 | 192,600 | 0 | 0 | Against |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 88,802 | 0 | 0 | Against |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 16,800 | 49,434 | 0 | 0 | Mixed |
Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.
Combines 10 wordings of this item as funds reported it.
72% Majority: yes · of votes cast
Description as filed by funds: 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;
VICTORIA'S SECRET & CO.’s own tally for this item (“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”): 42,050,308 for, 16,603,405 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 82 asset managers below reported 23,174,077 for, 4,487,892 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 1,150,212 | 3,206,340 | 0 | 0 | Mixed |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 17,420 | 1,059,520 | 0 | 0 | Against |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 0 | 146,982 | 0 | 0 | Against |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.
Combines 11 wordings of this item as funds reported it.
83% Majority: yes · of votes cast
Description as filed by funds: To approve, on an advisory basis, the compensation of our named executive officers;
VICTORIA'S SECRET & CO.’s own tally for this item (“3. To approve, on an advisory basis, the compensation of the Company's named executive officers”): 48,667,832 for, 9,966,586 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Fund voting reports, all 79 managers: 27,652,155 for, 9,173 against, 3,659 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| WINDACRE PARTNERSHIP LLC | 5,301,244 | 0 | 0 | 0 | For |
| Fidelity | 4,302,926 | 0 | 0 | 0 | For |
| State Street | 2,141,364 | 0 | 0 | 0 | For |
| PRIMECAP MANAGEMENT CO/CA/ | 2,008,477 | 0 | 0 | 0 | For |
| BlackRock | 1,947,820 | 1,349 | 0 | 0 | For |
| Charles Schwab | 1,318,880 | 0 | 0 | 0 | For |
| Victory Capital | 1,462,806 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 1,316,185 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,203,729 | 0 | 0 | 0 | For |
| Broad Bay Capital Management, LP | 1,027,615 | 0 | 0 | 0 | For |
| No Street GP LP | 0 | 900,000 | 0 | 0 | Against |
| Invesco | 830,178 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 789,926 | 13,712 | 0 | 0 | For |
| AQR | 573,826 | 0 | 0 | 0 | For |
| Bayberry Capital Partners LP | 445,000 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 398,329 | 0 | 0 | 0 | For |
| Northern Trust | 349,291 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 340,029 | 0 | 0 | 0 | For |
| ARMISTICE CAPITAL, LLC | 285,000 | 0 | 0 | 0 | For |
| FRED ALGER MANAGEMENT, LLC | 277,952 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 272,898 | 0 | 0 | 0 | For |
| Brandywine Global Investment Management, LLC | 230,363 | 0 | 0 | 0 | For |
| PEREGRINE CAPITAL MANAGEMENT LLC | 223,036 | 0 | 0 | 0 | For |
| Prudential/PGIM | 222,634 | 0 | 0 | 0 | For |
| Point72 | 204,238 | 0 | 0 | 0 | For |
Institutional-manager reports, all 269 managers: 30,630,270 for, 1,442,640 against, 340 abstained, 174,525 not voted, 2 unknown. Showing the 25 largest; see all in the interactive database.
Combines 8 wordings of this item as funds reported it.
99.7% Majority: yes · of votes cast
Description as filed by funds: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024; and
VICTORIA'S SECRET & CO.’s own tally for this item (“5. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024”): 66,942,033 for, 153,438 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 80 asset managers below reported 27,624,953 for, 36,025 against, 3,659 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,875,306 | 0 | 0 | 0 | For |
| BlackRock | 5,657,686 | 0 | 0 | 0 | For |
| Fidelity | 4,356,552 | 0 | 0 | 0 | For |
| Charles Schwab | 1,244,901 | 0 | 0 | 0 | For |
| State Street | 1,076,940 | 0 | 0 | 0 | For |
| Invesco | 777,890 | 0 | 0 | 0 | For |
| First Trust | 590,605 | 0 | 0 | 0 | For |
| Victory Capital | 584,764 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 398,132 | 0 | 0 | 0 | For |
| Dimensional | 293,517 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 220,454 | 0 | 0 | 0 | For |
| Jackson National | 200,455 | 0 | 0 | 0 | For |
| AMERICAN BEACON FUNDS | 192,600 | 0 | 0 | 0 | For |
| Prudential/PGIM | 191,487 | 0 | 0 | 0 | For |
| Royce | 164,712 | 0 | 0 | 0 | For |
| ALGER FUNDS | 150,507 | 0 | 0 | 0 | For |
| American Century | 146,982 | 0 | 0 | 0 | For |
| TIAA | 136,645 | 0 | 0 | 0 | For |
| AQR | 93,336 | 0 | 0 | 0 | For |
| JPMorgan | 88,802 | 0 | 0 | 0 | For |
| BNY Mellon | 87,757 | 0 | 0 | 0 | For |
| Principal | 84,581 | 0 | 0 | 0 | For |
| ALGER PORTFOLIOS | 69,753 | 0 | 0 | 0 | For |
| Thrivent | 66,509 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 66,234 | 0 | 0 | 0 | For |
Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 78,000,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 12.66% |
| 2 | BlackRock | 7.25% |
| 3 | Fidelity | 5.59% |
| 4 | Charles Schwab | 1.60% |
| 5 | State Street | 1.38% |
| 6 | Invesco | 1.00% |
| 7 | First Trust | 0.76% |
| 8 | Victory Capital | 0.75% |
| 9 | PRIMECAP Odyssey Funds | 0.51% |
| 10 | Dimensional | 0.38% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | WINDACRE PARTNERSHIP LLC | 6.80% |
| 2 | Fidelity | 5.52% |
| 3 | State Street | 2.75% |
| 4 | PRIMECAP MANAGEMENT CO/CA/ | 2.57% |
| 5 | BlackRock | 2.50% |
| 6 | Charles Schwab | 1.91% |
| 7 | Victory Capital | 1.88% |
| 8 | AMERIPRISE FINANCIAL INC | 1.69% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.54% |
| 10 | Broad Bay Capital Management, LP | 1.32% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock | 14.94% | 13F |
| Vanguard Group | 10.88% | 13F |
| BBRC International Pte Limited | 9.75% | DEF14A |
| The WindAcre Partnership, LLC | 7.16% | DEF14A |
| FMR LLC | 6.49% | DEF14A |
| Morgan Stanley | 6.44% | DEF14A |
| State Street | 3.78% | 13F |
| FMR (Fidelity) | 2.52% | 13F |
| Citadel Advisors | 2.47% | 13F |
| Goldman Sachs | 2.32% | 13F |
Percentages above are of 78,000,000 shares outstanding, as reported by VICTORIA'S SECRET & CO. on its Form 10-Q dated May 4, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VICTORIA'S SECRET & CO.’s 10-Q dated May 4, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At VICTORIA'S SECRET & CO.'s shareholder meeting held June 13, 2024, in the 2023-2024 proxy season, 331 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 4,010 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of our named executive officers; — FOR was 83% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: VICTORIA'S SECRET & CO.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 14, 2024.
VICTORIA'S SECRET & CO. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.