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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): May 31, 2022 (May 27, 2022)

						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)									(IRS 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, $0.01 Par Value			VSCO			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. ☐

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Item 2.02. Results of Operations and Financial Condition

and

Item 7.01. Regulation FD Disclosure.

The following information is being furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 31, 2022, Victoria's Secret & Co. (the "Company") issued a press release setting forth its first quarter 2022 results and its second quarter 2022 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 27, 2022, the Company held its 2022 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected eight directors to serve until the 2023 annual meeting of stockholders, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) selected, on an advisory basis, an annual frequency for future advisory votes on the compensation of the Company’s named executive officers, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting form for fiscal year 2022.

The final voting results with respect to each of the four proposals are set forth below.

Proposal 1. To elect eight directors to serve until the 2023 annual meeting of stockholders.

Nominee			For			Against			Abstain			Broker Non-Votes
Irene Chang Britt			71,265,358			232,248			60,019			4,002,116
Sarah Davis			70,817,512			680,141			59,972			4,002,116
Jacqueline Hernández			70,800,310			697,045			60,270			4,002,116
Donna James			70,720,515			789,499			47,611			4,002,116
Mariam Naficy			71,452,047			56,550			49,028			4,002,116
Lauren Peters			71,400,931			94,318			62,376			4,002,116
Anne Sheehan			68,263,846			862,591			2,431,188			4,002,116
Martin Waters			71,395,670			112,062			49,893			4,002,116

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

For			Against			Abstain			Broker Non-Votes
70,854,622			626,224			76,779			4,002,116

Proposal 3. To select, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

1 Year			2 Years			3 Years			Abstain			Broker Non-Votes
71,055,117			24,769			415,019			62,721			4,002,116

Proposal 4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022.

For			Against			Abstain			Broker Non-Votes
75,475,689			56,631			27,421			—

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In light of the voting results for Proposal 3 as disclosed above, the Company will include an advisory vote on the compensation of its named executive officers in its proxy materials every year until the next advisory vote on the frequency of future advisory votes on the compensation of its named executive officers.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1    Press Release of Victoria's Secret & Co., dated May 31, 2022.

Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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:			May 31, 2022			By:			/s/ Timothy Johnson
									Timothy Johnson
									Executive Vice President and Chief Financial Officer

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