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Victoria’s Secret (VSCO.N) said on Monday why it blocked Australian billionaire Brett Blundy from becoming a director and that one board member will not stand for re-election because of Blundy's pressure campaign, according to a new regulatory filing.
The lingerie retailer wrote to Blundy in November that it evaluated his desire to join the board but concluded that "potential for significant reputational and legal risk" coupled with "conflict of interest and competition concerns" weighed against him.
Blundy and his investment firm, BBRC International, are urging Victoria's Secret investors to shake up the board by withholding votes from two directors, Donna James and Mariam Naficy, at next month's annual meeting.
Naficy will not stand for re-election in June because of her professional commitments and the time and attention required to engage with BBRC’s proxy contest, the filing said.
Blundy could not be immediately reached for comment.
The filing also includes a letter sent to Blundy in November that details why it opted not to invite him onto its board.
Blundy's "pattern of hiring executives with a history of serious allegations of sexual harassment" plus reported and alleged "instances of harassment and highly inappropriate employee policies" that occurred at companies Blundy controlled raised concerns for the board, the letter said.
The letter also noted that Leays, a company controlled by Blundy, describes itself as a global lingerie, sleepwear and beauty brand, making it a competitor to Victoria's Secret.
The letter said a BBRC employee visited Victoria's Secret stores and, "according to store personnel with whom he interacted, falsely presented himself as being affiliated with Victoria’s Secret to gain access to and misappropriate confidential sales information from the stores."
BBRC owns 13% of Victoria's Secret and has been pushing for changes behind the scenes since 2024. He also pushed for a board seat for himself.
An anti-takeover defense measure known as a shareholder-rights plan that was adopted after BBRC built its stake is scheduled to expire later this month.
Blundy has said his background in retail should qualify him for a seat on the Victoria's Secret board.
