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VICTORIA'S SECRET & CO. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and VICTORIA'S SECRET & CO.’s Form 8-K, filed 2024-06-14 (Item 5.07 on EDGAR). Page generated 02 October 2026.

14Reported items
333Asset managers
4,029Fund votes
2024-06-13Meeting date

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

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

Official 2023-2024 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 2024-06-14 (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 2024-06-13
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Irene Chang Britt	49,451,286	8,204,197	1,038,603	--	8,437,784	Majority: yes
Elect Director: Sarah Davis	44,404,876	13,250,737	1,038,473	--	8,437,784	Majority: yes
Elect Director: Jacqueline Hernández	44,356,970	13,298,831	1,038,285	--	8,437,784	Majority: yes
Elect Director: Donna James	44,131,350	13,522,286	1,040,450	--	8,437,784	Majority: yes
Elect Director: Rod Little	57,261,515	392,836	1,039,735	--	8,437,784	Majority: yes
Elect Director: Mariam Naficy	44,392,003	13,254,129	1,047,954	--	8,437,784	Majority: yes
Elect Director: Lauren Peters	49,711,060	7,943,786	1,039,240	--	8,437,784	Majority: yes
Elect Director: Anne Sheehan	44,350,135	13,305,912	1,038,039	--	8,437,784	Majority: yes
Elect Director: Martin Waters	49,360,958	9,245,830	87,298	--	8,437,784	Majority: yes
Proposal 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	Majority: yes
Proposal 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	Majority: yes
Proposal 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	--	--	Majority: yes

Source: VICTORIA'S SECRET & CO., Form 8-K, filed with the SEC on 2024-06-14 — read the filing on EDGAR.

How asset managers voted at the VICTORIA'S SECRET & CO. 2023-2024 meeting

Each item below shows how the 333 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of VICTORIA'S SECRET & CO.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on an advisory basis, the compensation of our named executive officers;

COMPENSATIONMajority of the votes cast: yes

Combines 11 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%

FOR: 48,667,832AGAINST: 9,966,586

VICTORIA'S SECRET & CO.’s own tally for this item (“Proposal 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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 62% for, 13% against (75% of the company cast a for/against vote).

The 330 asset managers below cast 98% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 97%

FOR: 97.3%AGAINST: 2.4%ABSTAIN: 0.0%NOT VOTED: 0.3%UNKNOWN: 0.0%

Largest asset managers voting on “To approve, on an advisory basis, the compensation of our named executive officers;” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	9,981,620	0	For
Fidelity	8,659,478	0	For
BlackRock	7,605,506	1,349	For
WINDACRE PARTNERSHIP LLC	5,301,244	0	For
State Street	3,218,304	0	For
Charles Schwab	2,563,781	0	For
Victory Capital	2,047,570	0	For
PRIMECAP MANAGEMENT CO/CA/	2,008,477	0	For
Invesco	1,608,068	0	For
AMERIPRISE FINANCIAL INC	1,316,185	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,203,729	0	For
Broad Bay Capital Management, LP	1,027,615	0	For
No Street GP LP	0	900,000	Against
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	789,926	13,712	For
AQR	667,162	0	For
First Trust	590,605	2,866	For
Bayberry Capital Partners LP	445,000	0	For
Dimensional	416,850	0	For
Prudential/PGIM	414,121	0	For
PRINCIPAL GLOBAL INVESTORS	398,329	0	For
PRIMECAP Odyssey Funds	398,132	0	For
Northern Trust	358,491	0	For
MELLON INVESTMENTS Corp	340,029	0	For
American Century	294,454	0	For
ARMISTICE CAPITAL, LLC	285,000	0	For

Showing the 25 largest of 330 asset managers. See all 330 in the interactive database.

2. To approve an amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of our officers as permitted by Delaware law;

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 56,977,453AGAINST: 1,666,409

VICTORIA'S SECRET & CO.’s own tally for this item (“Proposal 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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 73% for, 2% against (75% of the company cast a for/against vote).

The 80 asset managers below cast 99% of the shares they voted on this item FOR (27,273,413 for, 387,565 against).

FOR 99%

FOR: 27,273,413 (98.6%)AGAINST: 387,565 (1.4%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To approve an amendment to our Amended and Restated Certificate of Incorporation to permit the exculpation of ” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	9,875,306	0	For
BlackRock	5,657,686	0	For
Fidelity	4,356,552	0	For
Charles Schwab	1,244,901	0	For
State Street	1,076,241	699	For
Invesco	777,890	0	For
First Trust	590,605	0	For
Victory Capital	584,764	0	For
PRIMECAP Odyssey Funds	398,132	0	For
Dimensional	293,517	0	For
Columbia Threadneedle	220,454	0	For
Jackson National	200,455	0	For
AMERICAN BEACON FUNDS	0	192,600	Against
Prudential/PGIM	191,487	0	For
Royce	164,712	0	For
ALGER FUNDS	150,507	0	For
American Century	146,982	0	For
TIAA	136,645	0	For
AQR	93,336	0	For
JPMorgan	0	88,802	Against
BNY Mellon	87,757	0	For
Principal	84,581	0	For
ALGER PORTFOLIOS	69,753	0	For
Thrivent	66,509	0	For
PACE SELECT ADVISORS TRUST	16,800	49,434	Against

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024; and

AUDIT-RELATEDMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 66,942,033AGAINST: 153,438

VICTORIA'S SECRET & CO.’s own tally for this item (“Proposal 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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 86% for, 0.2% against (86% of the company cast a for/against vote).

The 80 asset managers below cast 99.8% of the shares they voted on this item FOR (27,624,953 for, 36,025 against).

FOR 99.8%

FOR: 27,624,953 (99.9%)AGAINST: 36,025 (0.1%)ABSTAIN: 3,659 (0.0%)

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., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

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;

COMPENSATION

Combines 6 wordings of this item as funds reported it.

84% fund support · no official result

FOR 84%AGAINST 16%

The 79 asset managers below cast 84% of the shares they voted on this item FOR (23,112,116 for, 4,487,892 against).

FOR: 23,112,116 (83.7%)AGAINST: 4,487,892 (16.3%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To approve an amendment to the Victoria's Secret & Co. 2021 Stock Option and Performance Incentive Plan to inc” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	9,875,306	0	For
BlackRock	5,657,686	0	For
Fidelity	1,150,212	3,206,340	Against
Charles Schwab	1,244,901	0	For
State Street	17,420	1,059,520	Against
Invesco	777,890	0	For
First Trust	590,605	0	For
Victory Capital	584,764	0	For
PRIMECAP Odyssey Funds	398,132	0	For
Dimensional	293,517	0	For
Columbia Threadneedle	220,454	0	For
Jackson National	200,455	0	For
AMERICAN BEACON FUNDS	192,600	0	For
Prudential/PGIM	191,487	0	For
Royce	164,712	0	For
ALGER FUNDS	150,507	0	For
American Century	0	146,982	Against
TIAA	136,645	0	For
AQR	93,336	0	For
JPMorgan	88,802	0	For
BNY Mellon	87,757	0	For
Principal	84,581	0	For
ALGER PORTFOLIOS	69,753	0	For
Thrivent	66,509	0	For
PACE SELECT ADVISORS TRUST	66,234	0	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

5. To elect nine directors to serve until the 2025 annual meeting of stockholders: Anne Sheehan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%

FOR: 44,350,135AGAINST: 13,305,912

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 57% for, 17% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 99.9% of the shares they voted on this item FOR (27,658,393 for, 240 against).

FOR 99.9%

FOR: 27,658,393 (100.0%)AGAINST: 240 (0.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Anne Sheehan” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

6. To elect nine directors to serve until the 2025 annual meeting of stockholders: Donna James

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%

FOR: 44,131,350AGAINST: 13,522,286

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 57% for, 17% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 99.9% of the shares they voted on this item FOR (27,658,393 for, 240 against).

FOR 99.9%

FOR: 27,658,393 (100.0%)AGAINST: 240 (0.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Donna James” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

7. To elect nine directors to serve until the 2025 annual meeting of stockholders: Irene Chang Britt

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%AGAINST 14%

FOR: 49,451,286AGAINST: 8,204,197

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 63% for, 11% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 99.9% of the shares they voted on this item FOR (27,658,393 for, 240 against).

FOR 99.9%

FOR: 27,658,393 (100.0%)AGAINST: 240 (0.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Irene Chang Britt” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

8. To elect nine directors to serve until the 2025 annual meeting of stockholders: Lauren Peters

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%14%

FOR: 49,711,060AGAINST: 7,943,786

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 64% for, 10% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 99.9% of the shares they voted on this item FOR (27,658,393 for, 240 against).

FOR 99.9%

FOR: 27,658,393 (100.0%)AGAINST: 240 (0.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Lauren Peters” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

9. To elect nine directors to serve until the 2025 annual meeting of stockholders: Mariam Naficy

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%

FOR: 44,392,003AGAINST: 13,254,129

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 57% for, 17% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 100% of the shares they voted on this item FOR (27,658,633 for, 0 against).

FOR 99.9%

FOR: 27,658,633 (100.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Mariam Naficy” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

10. To elect nine directors to serve until the 2025 annual meeting of stockholders: Martin Waters

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%

FOR: 49,360,958AGAINST: 9,245,830

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 63% for, 12% against (75% of the company cast a for/against vote).

The 79 asset managers below cast 100% of the shares they voted on this item FOR (27,658,633 for, 0 against).

FOR 99.9%

FOR: 27,658,633 (100.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Martin Waters” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

11. To elect nine directors to serve until the 2025 annual meeting of stockholders: Rod Little

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 57,261,515AGAINST: 392,836

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 73% for, 0.6% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 99.9% of the shares they voted on this item FOR (27,658,393 for, 240 against).

FOR 99.9%

FOR: 27,658,393 (100.0%)AGAINST: 240 (0.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Rod Little” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

12. To elect nine directors to serve until the 2025 annual meeting of stockholders: Sarah Davis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%

FOR: 44,404,876AGAINST: 13,250,737

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 57% for, 17% against (74% of the company cast a for/against vote).

The 79 asset managers below cast 100% of the shares they voted on this item FOR (27,658,633 for, 0 against).

FOR 99.9%

FOR: 27,658,633 (100.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Sarah Davis” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

13. To elect nine directors to serve until the 2025 annual meeting of stockholders: Jacqueline Hernandez

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%

FOR: 44,356,970AGAINST: 13,298,831

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 2024-06-14 (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. Of all 78,000,000 outstanding shares: 57% for, 17% against (74% of the company cast a for/against vote).

The 73 asset managers below cast 99.9% of the shares they voted on this item FOR (27,642,224 for, 240 against).

FOR 99.9%

FOR: 27,642,224 (100.0%)AGAINST: 240 (0.0%)ABSTAIN: 3,659 (0.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Jacqueline Hernandez” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Vanguard	9,875,306	For
BlackRock	5,657,686	For
Fidelity	4,356,552	For
Charles Schwab	1,244,901	For
State Street	1,076,940	For
Invesco	777,890	For
First Trust	590,605	For
Victory Capital	584,764	For
PRIMECAP Odyssey Funds	398,132	For
Dimensional	293,517	For
Columbia Threadneedle	220,454	For
Jackson National	200,455	For
AMERICAN BEACON FUNDS	192,600	For
Prudential/PGIM	191,487	For
Royce	164,712	For
ALGER FUNDS	150,507	For
American Century	146,982	For
TIAA	136,645	For
AQR	93,336	For
JPMorgan	88,802	For
BNY Mellon	87,757	For
Principal	84,581	For
ALGER PORTFOLIOS	69,753	For
Thrivent	66,509	For
PACE SELECT ADVISORS TRUST	66,234	For

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

14. To elect nine directors to serve until the 2025 annual meeting of stockholders: Jacqueline Hern?ndez

DIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 6 asset managers below cast 100% of the shares they voted on this item FOR (16,169 for, 0 against).

FOR: 16,169 (100.0%)

Largest asset managers voting on “To elect nine directors to serve until the 2025 annual meeting of stockholders: Jacqueline Hern?ndez” at VICTORIA'S SECRET & CO., 2023-2024
Asset manager	For	Vote
Lincoln Financial	7,829	For
CLEARWATER INVESTMENT TRUST	4,200	For
SA FUNDS INVESTMENT TRUST	2,341	For
SYNTAX ETF TRUST	1,162	For
FORUM FUNDS II	604	For
Keel Point, LLC	33	For

Largest VICTORIA'S SECRET & CO. shareholders voting in 2023-2024

Ranked by the number of VICTORIA'S SECRET & CO. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 78,000,000 shares outstanding at the time of that meeting.

Top VICTORIA'S SECRET & CO. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	12.80%
2	Fidelity	11.10%
3	BlackRock	9.75%
4	WINDACRE PARTNERSHIP LLC	6.80%
5	State Street	4.13%
6	Charles Schwab	3.51%
7	Victory Capital	2.63%
8	PRIMECAP MANAGEMENT CO/CA/	2.57%
9	Invesco	2.06%
10	AMERIPRISE FINANCIAL INC	1.69%

Reported VICTORIA'S SECRET & CO. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

VICTORIA'S SECRET & CO. beneficial owners on record for the 2023-2024 proxy season
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 2024-05-04 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-05-04. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At VICTORIA'S SECRET & CO.'s shareholder meeting held 2024-06-13, in the 2023-2024 proxy season, 333 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,029 separate fund positions. Their filings are grouped here into 14 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. 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 2024-06-14.

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