UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒      Filed by a party other than the Registrant ☐

Check the appropriate box:

VICTORIA’S SECRET & CO.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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VICTORIA’S SECRET & CO.
P.O. BOX 8016, CARY, NC 27512-9903
Your vote matters!
Victoria’s Secret & Co.
Annual Meeting of Stockholders
Thursday, June 13, 2024 8:30 AM, Eastern Time
Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/VSCO for more details.
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If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before June 3, 2024.
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Meeting Materials: Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report on Form 10-K
Important Notice of Internet Availability of Proxy Materials for the Stockholders Meeting To Be Held On June 13, 2024 For Stockholders of Record as of April 15, 2024
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Victoria’s Secret & Co. Annual Meeting of Stockholders
VICTORIA’S SECRET & CO.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2, 3, 4 AND 5
PROPOSAL
1, To elect nine directors to serve until the 2025 annual meeting of stockholders;
1.01 Donna James
1.02 Irene Chang Britt
1.03 Sarah Davis
1.04 Jacqueline Hernández
1.05 Rod Little
1.06 Mariam Naficy
1.07 Lauren Peters
1.08 Anne Sheehan
1.09 Martin Waters
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;
3. To approve, on an advisory basis, the compensation of our named executive officers;
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;
5. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024; and
6. To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.