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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 23, 2025 (June 18, 2025)
Victoria's Secret & Co.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
001-40515 86-3167653
(Commission File Number) (I.R.S. Employer Identification No.)
4 Limited Parkway East
Reynoldsburg, OH 43068
(Address of principal executive offices) (Zip Code)
(614) 577-7000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $0.01 VSCO The New York Stock Exchange
Preferred Stock Purchase Rights N/A The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected ten directors to serve until the 2026 annual meeting of stockholders, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
The final voting results with respect to each of the three proposals are set forth below.
Proposal 1. To elect ten directors to serve until the 2026 annual meeting of stockholders.
Nominee
For
Against
Abstain
Broker Non-Votes
Irene Chang Britt
 44,442,779 16,866,786 598,418 8,895,380
Sarah Davis
 44,636,924 16,670,252 600,807 8,895,380
Jacqueline Hernández
 44,601,654 16,708,148 598,181 8,895,380
Donna James
 44,384,342 16,922,221 601,420 8,895,380
Rod Little 44,711,338 16,590,281 606,364 8,895,380
David McCreight 46,277,969 15,019,575 610,439 8,895,380
Mariam Naficy
 44,654,599 16,649,384 604,000 8,895,380
Lauren Peters
 44,691,257 16,613,816 602,910 8,895,380
Anne Sheehan
 43,801,334 17,503,410 603,239 8,895,380
Hillary Super
 45,794,163 15,498,822 614,998 8,895,380
Proposal 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Votes
46,549,043 14,777,442 581,498 8,895,380
Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
For
Against
Abstain
Broker Non-Votes
69,589,419 665,780 548,163 —
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICTORIA'S SECRET & CO.
Date: June 23, 2025 By: /s/ Scott Sekella
Scott Sekella
Chief Financial Officer