Australian billionaire Brett Blundy is waging a high-stakes campaign to oust the long-term chair of Victoria’s Secret & Co, setting the stage for a showdown at the company’s annual meeting in the US on Thursday.
Blundy’s investment firm, BBRC International, owns about 13% of the US-listed Victoria’s Secret lingerie brand, making it the second-biggest single shareholder and giving it a potential platform to launch a hostile takeover.
The Monaco-based Australian is also chair of the Lovisa jewellery brand, founder of the Léays lingerie stores and former owner of the Bras N Things and Honey Birdette brands.
Sign up for the Breaking News Australia email
BBRC is seeking the removal of long-term chair Donna James from the board after a years-long battle over the company’s strategy and its decision not to appoint him as a director.
Blundy, who has a net wealth of $4.5bn according to the AFR’s rich list, has been pushing for changes at the company since about 2021 and has unsuccessfully sought a position on the board.
He went public with his concerns in May, when he asked fellow Victoria’s Secret shareholders to get rid of the chair and another director, Mariam Naficy. Naficy has since decided not to stand for re-election.
Mark McInnes, Brett Blundy (centre) and Ray Itaoui at a Léays lingerie global launch event in Sydney. Photograph: Don Arnold/WireImage
BBRC did not respond to questions from Guardian Australia.
Blundy has previously said he was concerned the board was not focused on shareholders’ interest as directors were not heavily invested in the company, according to a letter filed with the US Securities and Exchange Commission.
He has argued shareholders have “suffered years of value destruction, misallocated capital and anti-stockholder governance”.
Blundy has also claimed James’s long tenure has affected independent oversight.
The vote will be held at the company’s annual general meeting at 8.30am eastern time, Thursday (10.30pm AEST).
The board of the lingerie and beauty company said it rejected Blundy’s past requests to be on the board due to “significant reputational risk” threatened by his involvement in Lovisa and Honey Birdette.
Lovisa is defending a class action alleging it directed staff to work overtime without compensation. In 2016, Honey Birdette described reports it demanded sexist dress codes and vulgar language from employees as “mistruths”.
In a note to shareholders, Victoria’s Secret also alleged one of Blundy’s “most trusted advisors” at BBRC visited numerous stores and falsely claimed to work with the company so he could take confidential sales information.
BBRC disputed the characterisation of the man’s conduct but said it had destroyed any materials referenced in agreement with the company.
‘Poison pill’
Such is the acrimony between the parties, the lingerie company has used a “poison pill” to ward off any attempt by Blundy to launch a hostile takeover.
Under the plan, existing shareholders would be given the opportunity to buy more shares if Blundy – or any other investor – acquired a stake in excess of 15%.
The strategy is designed to dilute the shareholding of a hostile bidder building a large stake.
Three proxy advisory firms, Institutional Shareholder Services (ISS), Glass Lewis & Co and Egan-Jones Proxy Services, have thrown their support behind the board, arguing they are in the best position to increase shareholder value.
While ISS acknowledged Blundy’s concerns over the long tenure of James, and the business’s initial poor performance after being spun off from its former parent company, L Brands, in 2021, it has advised against voting out the chair.
The proxy firm, which advises large shareholders, says while the lingerie company “stumbled out of the gate” after being spun off, performance has since turned around.
“In light of these and other considerations, the dissident has not presented a compelling case for the chair to be removed,” ISS says.
The company’s recent strong performance could prove to be a significant hurdle to Blundy’s attempt to change the board, given Victoria’s Secret shares are up more than 50% over the past month, quelling any investor angst.
Analysts have attributed some of the recent strong performance to the company’s decision to re-establish its brand as a high-end name for wealthy shoppers and luxury purchases by curbing discounting.
Victoria’s Secret is also leaning into its past by recently reinstating its well-known annual fashion show after a six-year break.
On 2 June, its US stock market ticker changed from “VSCO” to “VSXY”, in a nod to the company’s renewed focus on sexy branding.
