Shareholders have suffered years of value destruction and anti-stockholder governance
In the corridors of corporate power, a billionaire's long campaign to reshape a struggling icon has collided with the inconvenient fact of recovery. Brett Blundy, whose 13% stake in Victoria's Secret made him its second-largest shareholder, has spent years arguing that the lingerie brand's board serves itself rather than its investors — yet as Thursday's annual meeting arrives, the company's 50% stock surge and the endorsement of major proxy advisors have turned the tide against him. His challenge raises enduring questions about who truly governs a public company, and whether the reputational shadows cast by a challenger's other ventures can legitimately silence a shareholder's voice.
- Blundy's years of quiet pressure have erupted into a public campaign to remove board chair Donna James, with SEC filings accusing the board of value destruction and governance failures that prioritize insiders over shareholders.
- Victoria's Secret has responded not just with arguments but with a poison pill mechanism — a defensive maneuver that would dilute Blundy's stake if he crosses the 15% ownership threshold, signaling the board treats him as a genuine existential threat.
- The company's case against Blundy is shadowed by his own controversies: a class action over unpaid overtime at Lovisa, past allegations of sexist workplace practices at Honey Birdette, and an accusation that his advisor infiltrated Victoria's Secret stores under false pretenses to harvest confidential sales data.
- A 50% stock rally, a revived fashion show, a rebranded ticker symbol — Victoria's Secret has handed its board the most powerful counterargument possible: visible, measurable momentum.
- Three major proxy advisory firms have lined up behind the current board, leaving Blundy's campaign isolated heading into Thursday's vote and his years of strategic pressure facing their most decisive reckoning yet.
Brett Blundy, an Australian billionaire controlling roughly 13% of Victoria's Secret through his firm BBRC International, has mounted a shareholder campaign to remove long-serving board chair Donna James ahead of the company's annual meeting. As the second-largest single shareholder, Blundy has the weight to be heard — and, theoretically, the leverage to threaten a hostile takeover. His grievances, filed publicly with the SEC, center on what he describes as a board that has destroyed shareholder value, misallocated capital, and entrenched itself against outside accountability.
The board has consistently refused Blundy a seat at the table, citing reputational concerns tied to his other business interests. Lovisa, the jewellery chain he chairs, is currently facing a class action over alleged unpaid overtime. Honey Birdette, a lingerie retailer he formerly owned, was publicly accused in 2016 of imposing sexist dress codes and demanding vulgar language from staff — allegations the company denied. More pointedly, Victoria's Secret has accused one of Blundy's advisors of visiting its stores under false pretenses to collect confidential sales data; BBRC disputed the framing but acknowledged destroying related materials.
The company has also deployed a poison pill, a defensive mechanism that would allow existing shareholders to buy discounted shares if Blundy's stake crosses 15%, diluting his influence before any hostile move could take hold. The seriousness of that step reflects how genuinely the board views his presence as a threat.
Yet Blundy's campaign has run headlong into an inconvenient reversal of fortune. Victoria's Secret shares have surged more than 50% in the past month, driven by a strategic shift toward premium positioning, reduced discounting, and the revival of its iconic annual fashion show after a six-year absence. The company even rebranded its stock ticker from VSCO to VSXY as a statement of renewed identity. Three major proxy advisory firms — ISS, Glass Lewis, and Egan-Jones — have all recommended shareholders back the current board, with ISS acknowledging early stumbles after the 2021 spinoff from L Brands but concluding the company has since turned a corner. As Thursday's vote approaches, Blundy's years-long campaign appears to be meeting its most formidable obstacle: a company that has, at least for now, made its own case.
Brett Blundy, an Australian billionaire with a net worth of $4.5 billion, is pushing for a dramatic overhaul at Victoria's Secret & Co ahead of the company's annual shareholder meeting scheduled for Thursday morning in the US. Through his investment firm BBRC International, Blundy controls roughly 13% of the lingerie brand's shares, making him the second-largest single shareholder and positioning him as a potential threat to launch a hostile takeover. His immediate target is Donna James, the company's long-serving chair, whom Blundy wants removed from the board. He is also seeking the ouster of director Mariam Naficy, though she has already decided not to seek re-election.
Blundy's campaign represents the culmination of years of tension between the billionaire and Victoria's Secret's leadership. Since around 2021, he has been pushing for strategic changes at the company and has repeatedly sought a seat on the board—requests the company has consistently rejected. In May, he went public with his grievances, urging fellow shareholders to vote out James and Naficy. His core complaint centers on what he views as board indifference to shareholder interests. In filings with the US Securities and Exchange Commission, Blundy has argued that directors lack sufficient personal investment in the company and that shareholders have endured years of value destruction, misallocated capital, and governance that works against their interests. He has also contended that James's lengthy tenure has compromised the board's independence and oversight capacity.
The board's rejection of Blundy's director bids has hinged on what it calls significant reputational risk. The company has pointed to controversies surrounding Blundy's other business interests as grounds for exclusion. Lovisa, the jewellery brand he chairs, is currently defending a class action lawsuit alleging it systematically directed staff to work overtime without proper compensation. Honey Birdette, a lingerie retailer he formerly owned, faced public allegations in 2016 that it imposed sexist dress codes and demanded vulgar language from employees—claims the company dismissed as mistruths. Beyond these employment disputes, Victoria's Secret has alleged that one of Blundy's trusted advisors visited company stores under false pretenses, claiming to represent the firm while actually gathering confidential sales data. BBRC disputed the characterization but acknowledged destroying materials related to the incident.
The animosity between Blundy and Victoria's Secret has escalated to the point where the company has deployed a so-called poison pill—a defensive mechanism designed to thwart hostile takeover attempts. Under this plan, if Blundy or any other investor accumulates more than 15% of the company's shares, existing shareholders would be granted the right to purchase additional shares at a discount, effectively diluting the hostile bidder's stake. This tactic signals how seriously the board views the threat Blundy represents.
Yet Blundy faces a significant headwind: Victoria's Secret's business has recently surged. Shares have climbed more than 50% over the past month, a rally that has substantially weakened the case for board upheaval. The company's turnaround stems largely from a strategic pivot toward premium positioning and luxury branding, achieved partly by reducing discounting. The company has also capitalized on nostalgia by reviving its famous annual fashion show after a six-year hiatus. On June 2, the company even changed its stock ticker from VSCO to VSXY, a deliberate nod to its renewed emphasis on sexy branding.
Three major proxy advisory firms—Institutional Shareholder Services, Glass Lewis & Co, and Egan-Jones Proxy Services—have all recommended that shareholders back the current board. While ISS acknowledged Blundy's concerns about James's long tenure and the company's stumbling start after being spun off from its former parent, L Brands, in 2021, the firm concluded the company has since recovered. ISS stated that Victoria's Secret initially struggled after the spinoff but has now turned a corner, and that Blundy has failed to make a compelling case for removing the chair. The combination of strong recent performance and proxy firm endorsements suggests the board will likely survive Thursday's vote intact, leaving Blundy's years-long campaign facing its most serious test yet.
Citas Notables
Shareholders have suffered years of value destruction, misallocated capital and anti-stockholder governance— Brett Blundy, in SEC filing
The dissident has not presented a compelling case for the chair to be removed— Institutional Shareholder Services, proxy advisory firm
La Conversación del Hearth Otra perspectiva de la historia
Why does a billionaire in Monaco care so much about a lingerie company's board composition?
Because 13% ownership means real money at stake. When a company underperforms, that's his capital being destroyed. He's been watching what he sees as poor decisions for five years, and the board won't let him in to fix it.
But the company is doing well now. Doesn't that undermine his entire argument?
Completely. That's his problem. He can say the board was reckless, but if the stock is up 50% in a month, shareholders aren't angry anymore. They're making money. It's hard to convince people to vote out leadership when the business is working.
Why did the board reject him so firmly? Just the reputational stuff?
That's what they claim, but it's also about control. If Blundy gets on the board, he's inside the room. He's a known activist investor. They'd rather keep him out entirely than have him as a voice at the table.
The poison pill—is that a real threat to him, or theater?
It's real. If he tries to buy more shares to gain control, the pill kicks in and dilutes his stake. It's designed to make a hostile takeover mathematically impossible without negotiating with the board first.
What happens if he loses Thursday?
He still owns 13%. He can keep pushing, keep agitating, maybe try again next year. But momentum matters. If the board wins decisively, it signals to other shareholders that they're satisfied. That makes his job much harder.
Does he have any path forward?
Not a clear one. The proxy firms have sided with the board. The stock is rising. Unless something breaks—a scandal, a sudden downturn—he's probably stuck. He's a large shareholder with no seat at the table and no way to force one.