Barington Seeks Victoria's Secret Board Revamp, Rights Plan Termination

Barington, a shareholder of Victoria's Secret, is seeking a board revamp and the termination of the company's rights plan. The activist investor has been critical of the lingerie retailer's financial performance and governance. Victoria's Secret has faced declining sales and competition from online retailers. The company's board has proposed a $250m share buyback plan and the appointment of new directors. Barington has called for greater transparency and accountability.

Victoria's Secret & Co. (NYSE: VSCO) has been under significant pressure from activist investor Barington Capital Management, which has called for a board revamp and the termination of the company's rights plan. Barington has been critical of Victoria's Secret's financial performance and governance, citing declining sales and increased competition from online retailers.

The company's board has proposed a $250 million share buyback plan and the appointment of new directors to address Barington's concerns. However, Barington has demanded greater transparency and accountability, seeking to ensure that the company's strategic initiatives are aligned with shareholder interests.

Victoria's Secret's first quarter 2025 earnings presentation revealed a slight decline in sales and a more significant drop in profitability as the company continues its strategic shift toward more partner-operated locations. The retailer reported Q1 2025 net sales of $1.35 billion, down slightly from $1.36 billion in the same period last year, with comparable store sales declining 1% [3].

The company's gross profit margin contracted to 35.2% from 36.9% in the prior-year period, reflecting ongoing challenges in the North American intimates market. Victoria's Secret's stock closed at $22.20 on June 10, 2025, down 2.29% and showing minimal movement in premarket trading on the day of the earnings presentation.

Victoria's Secret has also faced declining market share, with the company's Q1 comparable store sales declining 1% during the quarter. The retailer's gross margins compressed by 170 basis points to 35.2%, and the company swung to profitability with $2.8 million in net income, a notable improvement from the previous year's $2.5 million loss [2].

The company's board has proposed a $250 million share buyback plan, which is intended to boost shareholder value. However, Barington has criticized the company's financial performance and governance, and has called for greater transparency and accountability. The activist investor has also demanded the termination of the company's rights plan, which was implemented following Barington's stake disclosure.

Victoria's Secret's CEO, Hillary Super, has announced a key executive appointment, naming Elizabeth Preis as Chief Marketing Officer. Preis brings experience from her previous role as CMO at Anthropologie, while Executive Creative Director Adam Selman will now report to her. This leadership alignment reflects Super's broader strategy, given her prior collaboration with Selman at Savage X Fenty and her own Anthropologie Group background.

The appointment underscores Victoria's Secret's focus on customer acquisition, an area where both the flagship and Pink brands need improvement. Victoria's Secret is also implementing its "store of the future" concept across its retail footprint, with plans to expand the concept to 230-250 locations internationally.

Victoria's Secret faces significant challenges in adapting to evolving consumer preferences while maintaining market relevance. Key industry trends including the shift toward comfort-focused products, the rise of niche competitors, and questions about the Adore Me acquisition strategy remain unresolved. Despite maintaining significant market presence, Victoria's Secret's ability to stabilize and grow market share will depend on executing its transformation initiatives while addressing these structural headwinds [2].

References:
[1] https://www.tradingview.com/news/zacks:f0b80d795094b:0-johnson-controls-authorizes-9b-worth-of-share-buyback-program/
[2] https://omnitalk.blog/2025/06/13/victorias-secret-battles-market-share-decline-despite-revenue-stability/
[3] https://www.investing.com/news/company-news/victorias-secret-q1-2025-slides-sales-dip-as-retailer-shifts-to-partneroperated-model-93CH-4090629