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VICTORIA'S SECRET & CO. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and VICTORIA'S SECRET & CO.’s Form 8-K, filed June 23, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

12Ballot items
348Asset managers
3,774Fund votes
June 18, 2025Meeting date

Results at a glance

Meeting of June 18, 2025: 12 items on VICTORIA'S SECRET & CO.’s Form 8-K, filed June 23, 2025: 12 without a stated outcome.

Material dissent

Elect Director: Irene Chang Britt 72% of votes cast Outcome not stated Director under 80%
Elect Director: Sarah Davis 73% of votes cast Outcome not stated Director under 80%
Elect Director: Jacqueline Hernández 73% of votes cast Outcome not stated Director under 80%
Elect Director: Donna James 72% of votes cast Outcome not stated Director under 80%
Elect Director: Rod Little 73% of votes cast Outcome not stated Director under 80%
Elect Director: David McCreight 75% of votes cast Outcome not stated Director under 80%
Elect Director: Mariam Naficy 73% of votes cast Outcome not stated Director under 80%
Elect Director: Lauren Peters 73% of votes cast Outcome not stated Director under 80%
Elect Director: Anne Sheehan 71% of votes cast Outcome not stated Director under 80%
Elect Director: Hillary Super 75% of votes cast Outcome not stated Director under 80%

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VICTORIA'S SECRET & CO. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by VICTORIA'S SECRET & CO.

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 23, 2025 (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.

VICTORIA'S SECRET & CO. — official shareholder meeting results, meeting held June 18, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Irene Chang Britt	44,442,779	16,866,786	598,418	--	8,895,380	72%	Not verified	—
Elect Director: Sarah Davis	44,636,924	16,670,252	600,807	--	8,895,380	73%	Not verified	—
Elect Director: Jacqueline Hernández	44,601,654	16,708,148	598,181	--	8,895,380	73%	Not verified	—
Elect Director: Donna James	44,384,342	16,922,221	601,420	--	8,895,380	72%	Not verified	—
Elect Director: Rod Little	44,711,338	16,590,281	606,364	--	8,895,380	73%	Not verified	—
Elect Director: David McCreight	46,277,969	15,019,575	610,439	--	8,895,380	75%	Not verified	—
Elect Director: Mariam Naficy	44,654,599	16,649,384	604,000	--	8,895,380	73%	Not verified	—
Elect Director: Lauren Peters	44,691,257	16,613,816	602,910	--	8,895,380	73%	Not verified	—
Elect Director: Anne Sheehan	43,801,334	17,503,410	603,239	--	8,895,380	71%	Not verified	—
Elect Director: Hillary Super	45,794,163	15,498,822	614,998	--	8,895,380	75%	Not verified	—
2. To approve, on an advisory basis, the compensation of the Company's named executive officers	46,549,043	14,777,442	581,498	--	8,895,380	76%	Not verified	—
3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2025	69,589,419	665,780	548,163	--	--	99.0%	Not verified	—

Source: VICTORIA'S SECRET & CO., Form 8-K, filed with the SEC on June 23, 2025 — read the filing on EDGAR.

How asset managers voted at the VICTORIA'S SECRET & CO. 2024-2025 meeting

Each item below shows how the 348 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.

1. Elect Director: Anne Sheehan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

71% Majority: yes · of votes cast

FOR 71%AGAINST

FOR: 43,801,334AGAINST: 17,503,410

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Anne Sheehan

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Anne Sheehan”): 43,801,334 for, 17,503,410 against, per its Form 8-K filed June 23, 2025 (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: 71% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 25,140,961 for, 2,098,000 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,140,961AGAINST: 2,098,000ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Anne Sheehan” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,091	29	For
BlackRock	5,360,853	178,161	For
Fidelity	1,693,190	29,555	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	125,775	97,216	Mixed
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

2. Elect Director: David McCreight

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

75% Majority: yes · of votes cast

FOR 75%AGAINST

FOR: 46,277,969AGAINST: 15,019,575

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: David McCreight

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: David McCreight”): 46,277,969 for, 15,019,575 against, per its Form 8-K filed June 23, 2025 (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: 75% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 25,516,469 for, 1,719,970 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,516,469AGAINST: 1,719,970ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: David McCreight” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,095	24	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	192,917	0	For
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

3. Elect Director: Donna James

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST

FOR: 44,384,342AGAINST: 16,922,221

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Donna James

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Donna James”): 44,384,342 for, 16,922,221 against, per its Form 8-K filed June 23, 2025 (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 91 asset managers below reported 25,474,186 for, 1,764,904 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,474,186AGAINST: 1,764,904ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Donna James” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,974,711	4,408	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

4. Elect Director: Hillary Super

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

75% Majority: yes · of votes cast

FOR 75%AGAINST

FOR: 45,794,163AGAINST: 15,498,822

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Hillary Super

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Hillary Super”): 45,794,163 for, 15,498,822 against, per its Form 8-K filed June 23, 2025 (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.

The 91 asset managers below reported 25,790,341 for, 1,448,620 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,790,341AGAINST: 1,448,620ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Hillary Super” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,093	27	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	311,903	0	For
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

5. Elect Director: Irene Chang Britt

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST

FOR: 44,442,779AGAINST: 16,866,786

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Irene Chang Britt

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Irene Chang Britt”): 44,442,779 for, 16,866,786 against, per its Form 8-K filed June 23, 2025 (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.

The 91 asset managers below reported 25,474,760 for, 1,764,331 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,474,760AGAINST: 1,764,331ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Irene Chang Britt” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,092	28	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

6. Elect Director: Lauren Peters

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

73% Majority: yes · of votes cast

FOR 73%AGAINST

FOR: 44,691,257AGAINST: 16,613,816

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Lauren Peters

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Lauren Peters”): 44,691,257 for, 16,613,816 against, per its Form 8-K filed June 23, 2025 (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: 73% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 25,474,630 for, 1,764,330 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,474,630AGAINST: 1,764,330ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Lauren Peters” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,092	27	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

7. Elect Director: Mariam Naficy

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

73% Majority: yes · of votes cast

FOR 73%AGAINST

FOR: 44,654,599AGAINST: 16,649,384

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Mariam Naficy

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Mariam Naficy”): 44,654,599 for, 16,649,384 against, per its Form 8-K filed June 23, 2025 (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.

The 91 asset managers below reported 25,475,916 for, 1,760,523 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,475,916AGAINST: 1,760,523ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Mariam Naficy” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,092	27	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

8. Elect Director: Rod Little

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

73% Majority: yes · of votes cast

FOR 73%AGAINST

FOR: 44,711,338AGAINST: 16,590,281

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Rod Little

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Rod Little”): 44,711,338 for, 16,590,281 against, per its Form 8-K filed June 23, 2025 (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.

The 91 asset managers below reported 25,473,773 for, 1,762,666 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,473,773AGAINST: 1,762,666ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Rod Little” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,092	27	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

9. Elect Director: Sarah Davis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

73% Majority: yes · of votes cast

FOR 73%AGAINST

FOR: 44,636,924AGAINST: 16,670,252

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Sarah Davis

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Sarah Davis”): 44,636,924 for, 16,670,252 against, per its Form 8-K filed June 23, 2025 (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.

The 91 asset managers below reported 25,474,760 for, 1,764,330 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 25,474,760AGAINST: 1,764,330ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Sarah Davis” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,092	27	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

10. Elect Director: Jacqueline Hernández

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

73% Majority: yes · of votes cast

FOR 73%AGAINST

FOR: 44,601,654AGAINST: 16,708,148

Details: description as filed, official tally, votes by 85 asset managers

Description as filed by funds: To elect ten directors to serve until the 2026 annual meeting of stockholders: Jacqueline Hernandez

VICTORIA'S SECRET & CO.’s own tally for this item (“Elect Director: Jacqueline Hernández”): 44,601,654 for, 16,708,148 against, per its Form 8-K filed June 23, 2025 (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.

The 85 asset managers below reported 24,618,343 for, 1,758,182 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 24,618,343AGAINST: 1,758,182ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To elect ten directors to serve until the 2026 annual meeting of stockholders: Jacqueline Hernandez” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,092	27	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	22,688	1,296,839	Against
Capital Group	1,046,905	0	For
State Street	970,238	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	0	311,903	Against
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	175,006	17,911	Mixed
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
Northwestern Mutual	27,195	87,671	Mixed
Royce	107,527	0	For
Lincoln Financial	94,803	7,829	Mixed
Northern Trust	94,614	0	For

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

11. 2. To approve, on an advisory basis, the compensation of the Company's named executive officers

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST

FOR: 46,549,043AGAINST: 14,777,442

Details: description as filed, official tally, votes by 348 asset managers

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 (“2. To approve, on an advisory basis, the compensation of the Company's named executive officers”): 46,549,043 for, 14,777,442 against, per its Form 8-K filed June 23, 2025 (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: 76% 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).

Fund voting reports: 90 asset managers voting on “To approve, on an advisory basis, the compensation of our named executive officers.” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	8,974,716	4,404	1	For
BlackRock	5,539,014	0	0	For
Fidelity	1,722,745	0	0	For
Charles Schwab	1,561,979	0	0	For
T. Rowe Price	1,319,527	0	0	For
Capital Group	1,046,905	0	0	For
State Street	970,192	46	0	For
CRM Mutual Fund Trust	674,963	0	0	For
TIAA	544,311	0	0	For
Victory Capital	450,504	0	0	For
Federated Hermes	316,770	0	0	For
Managed Portfolio Series	0	311,903	0	Against
American Century	226,829	0	0	For
Equitable	222,991	0	0	For
JPMorgan	210,962	0	0	For
Jackson National	17,911	175,006	0	Mixed
AMERICAN BEACON FUNDS	183,700	0	0	For
Columbia Threadneedle	162,334	0	0	For
Goldman Sachs	159,443	0	0	For
Invesco	155,079	0	0	For
First Trust	151,541	0	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	0	For
HUSSMAN INVESTMENT TRUST	0	126,000	0	Against
Northwestern Mutual	114,866	0	0	For
Royce	107,527	0	0	For

Fund voting reports, all 90 managers: 26,474,861 for, 763,630 against, 6,332 abstained, 60,969 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 284 asset managers voting on “To approve, on an advisory basis, the compensation of our named executive officers.” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
BlackRock	2,616,341	64	For
State Street	2,541,395	24,393	For
T. Rowe Price	2,364,677	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,860,953	0	For
Charles Schwab	1,646,645	0	For
GOLDENTREE ASSET MANAGEMENT LP	1,386,409	0	For
Victory Capital	1,236,936	16,002	For
Capital Research Global Investors	1,046,905	0	For
Broad Bay Capital Management, LP	883,085	0	For
Capital Group	202	864,395	Against
J. Goldman & Co LP	811,945	0	For
CRAMER ROSENTHAL MCGLYNN LLC	781,768	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	616,840	821	For
Nuveen	548,285	0	For
MELLON INVESTMENTS Corp	0	535,316	Against
Northern Trust	500,621	0	For
Contrarius Group Holdings Ltd	499,314	0	For
DE Shaw	482,896	0	For
JPMorgan	461,842	0	For
Invesco	435,615	0	For
PRINCIPAL GLOBAL INVESTORS	392,555	0	For
Federated Hermes	328,933	0	For
Southpoint Capital Advisors LP	326,837	0	For
TEACHER RETIREMENT SYSTEM OF TEXAS	325,208	0	For
Vanguard	267,957	0	For

Institutional-manager reports, all 284 managers: 27,127,818 for, 2,476,063 against, 203,490 abstained, 85,697 not voted. Showing the 25 largest; see all in the interactive database.

12. 3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 69,589,419AGAINST: 665,780

Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025; and

VICTORIA'S SECRET & CO.’s own tally for this item (“3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2025”): 69,589,419 for, 665,780 against, per its Form 8-K filed June 23, 2025 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 27,184,093 for, 54,867 against, 6,331 abstained, 60,969 not voted.

FOR

FOR: 27,184,093AGAINST: 54,867ABSTAIN: 6,331NOT VOTED: 60,969

Largest asset managers voting on “To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal” at VICTORIA'S SECRET & CO., 2024-2025
Asset manager	For	Against	Vote
Vanguard	8,979,118	1	For
BlackRock	5,539,014	0	For
Fidelity	1,722,745	0	For
Charles Schwab	1,561,979	0	For
T. Rowe Price	1,319,527	0	For
Capital Group	1,046,905	0	For
State Street	970,238	0	For
CRM Mutual Fund Trust	674,963	0	For
TIAA	544,311	0	For
Victory Capital	450,504	0	For
Federated Hermes	316,770	0	For
Managed Portfolio Series	311,903	0	For
American Century	226,829	0	For
Equitable	222,991	0	For
JPMorgan	210,962	0	For
Jackson National	192,917	0	For
AMERICAN BEACON FUNDS	183,700	0	For
Columbia Threadneedle	162,334	0	For
Goldman Sachs	159,443	0	For
Invesco	155,079	0	For
First Trust	151,541	0	For
QUANTITATIVE MASTER SERIES LLC	133,952	0	For
HUSSMAN INVESTMENT TRUST	126,000	0	For
Northwestern Mutual	114,866	0	For
Royce	107,527	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 13, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest VICTORIA'S SECRET & CO. shareholders voting in 2024-2025

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 80,000,000 shares outstanding at the time of that meeting.

Fund voting reports: top VICTORIA'S SECRET & CO. shareholders by shares voted on “To approve, on an advisory basis, the compensation of our named executive officers.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	11.22%
2	BlackRock	6.92%
3	Fidelity	2.15%
4	Charles Schwab	1.95%
5	T. Rowe Price	1.65%
6	Capital Group	1.31%
7	State Street	1.21%
8	CRM Mutual Fund Trust	0.84%
9	TIAA	0.68%
10	Victory Capital	0.56%

Institutional-manager reports: top VICTORIA'S SECRET & CO. shareholders by shares voted on “To approve, on an advisory basis, the compensation of our named executive officers.”, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	3.27%
2	State Street	3.21%
3	T. Rowe Price	2.96%
4	GEODE CAPITAL MANAGEMENT, LLC	2.33%
5	Charles Schwab	2.17%
6	GOLDENTREE ASSET MANAGEMENT LP	1.73%
7	Victory Capital	1.57%
8	Capital Research Global Investors	1.31%
9	Broad Bay Capital Management, LP	1.10%
10	Capital Group	1.08%

Reported VICTORIA'S SECRET & CO. holdings and ownership

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.

VICTORIA'S SECRET & CO. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.71%	13F
BBRC International Pte Limited	12.89%	DEF14A
BBFIT INVESTMENTS PTE LTD	11.47%	13D
Vanguard Group	11.21%	13F
FMR LLC	10.83%	13G
Vanguard Portfolio Management	5.88%	13G
State Street	4.03%	13F
Dimensional Fund Advisors	2.01%	13F
Charles Schwab	1.99%	13F
Goldman Sachs	1.87%	13F

Percentages above are of 80,000,000 shares outstanding, as reported by VICTORIA'S SECRET & CO. on its Form 10-Q dated May 3, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

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 3, 2025. 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 18, 2025, in the 2024-2025 proxy season, 348 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 3,774 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 76% 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 23, 2025.

VICTORIA'S SECRET & CO. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.