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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 15, 2026 (June 11, 2026)

						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

VSXY

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2026, Victoria’s Secret & Co. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) by means of remote communication. At the Annual Meeting, the Company’s stockholders (i) elected nine directors to serve until the 2027 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 2026.

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

Proposal 1. To elect nine directors to serve until the 2027 annual meeting of stockholders.

Nominee			For			Against			Abstain			Broker Non-Votes
Irene Chang Britt			53,480,291			12,280,118			43,133			1,156,636
Sarah Davis			53,673,438			12,073,656			56,448			1,156,636
Jacqueline Hernández			53,655,064			12,093,840			54,638			1,156,636
Donna James			54,925,752			10,800,993			76,797			1,156,636
Rod Little			53,666,926			12,070,609			66,007			1,156,636
David McCreight			55,339,716			10,414,746			49,080			1,156,636
Lauren Peters			53,622,036			12,132,154			49,352			1,156,636
Anne Sheehan			53,665,445			12,093,043			45,054			1,156,636
Hillary Super			64,009,383			1,756,492			37,667			1,156,636

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

For			Against			Abstain			Broker Non-Votes
54,394,913			11,238,067			170,768			1,156,430

Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

For			Against			Abstain			Broker Non-Votes
66,826,966			80,677			52,535			—

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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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 15, 2026			By:			/s/ Scott Sekella
									Scott Sekella
									Chief Financial and Operating Officer