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Barington Capital to seek board changes; end to poison

pill plan

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Victoria's Secret shares have dropped 55% so far this year

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Barington questions CEO Super's experience

By Abigail Summerville

NEW YORK, June 15 (Reuters) - Activist investor

Barington Capital Group plans to mount a push to change

Victoria's Secret's board of directors and end a

recently adopted shareholder's rights plan, according to a

person familiar with the situation.

The New York-based hedge fund, which owns more than 1% of

the company, believes Victoria's Secret has underperformed its

competitors and lost value since its spin-off from former parent

company L Brands in 2021, the person said, asking not to be

identified because the matter is private.

Amid waning demand for its intimate apparel, Victoria's

Secret shares have dropped by about 55% this year, and its

current market value is about $1.45 billion.

The Wall Street Journal reported Barington's plans earlier

on Sunday. A Victoria's Secret spokesperson said that Barington

has not contacted the company, but it looks forward to

"discussing their views with them."

"We are confident that executing our strategy under the new

and experienced leadership team will continue to unlock value

for our shareholders," the spokesperson said.

Barington wants the company to replace most or all of its

board and end the "poison pill" plan that it adopted in May to

protect it from hostile takeovers. It also believes the retailer

should focus on core brands and initiatives, like bras and the

Angels campaign, and accelerate growth in digital and

international markets, the source said.

Barington believes the company's Chief Executive Hillary

Super, who took over in September 2024, has limited public

company experience, and that the rest of the board lacks the

necessary experience to revitalize the iconic brand, the person

said. Super was previously the CEO of intimates brand Savage X

Fenty.

The fund also sees value in the Victoria's Secret beauty

business, which it believes could be worth as much as the

company's market value.

Victoria's Secret adopted the poison pill plan to fend off

investment firm BBRC International Private Limited, which

increased its stake in the company to around 13%.

Barington is also an investor in Macy's and Hanesbrands.

Founded by James Mitarotonda, Barington previously pushed

for changes at L Brands, which split into Victoria's Secret and

Bath & Body Works. At Macy's, the firm wanted the department

store to create a real estate unit and cut costs to boost the

share price.

Earlier this year, Barington mounted its first full-blown

board room challenge since 2015 when it tried to put three

directors on the board of casket maker Matthews International

but ended up losing the vote.