8-K
Vera Bradley, Inc. (VRA)
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 5, 2025
___________________________
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
___________________________
| Indiana | 001-34918 | 27-2935063 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 12420 Stonebridge Road,<br><br>Roanoke, Indiana | 46783 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(877) 708-8372
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
| ☐ | 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, without par value | VRA | NASDAQ Global Select Market |
| 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. o |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2025 Annual Meeting of Shareholders was held on June 5, 2025. At the meeting, the Company’s shareholders:
| (1) | elected Jacqueline Ardrey, Ian Bickley, Kristina Cashman, Robert J. Hall, Andrew Meslow, Jessica Rodriguez, and Carrie M. Tharp to serve as Directors of the Company’s Board of Directors for a one-year term; |
|---|---|
| (2) | ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026; |
| (3) | approved, on an advisory basis, the compensation of the Company’s named executive officers; |
Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes.
| (1) | Election of Directors | |||||||
|---|---|---|---|---|---|---|---|---|
| Nominee | For | Withhold | Broker Non-Votes | |||||
| Jacqueline Ardrey | 15,342,613 | 2,695,841 | 4,360,719 | |||||
| Ian Bickley | 15,805,640 | 2,232,814 | 4,360,719 | |||||
| Kristina Cashman | 14,288,945 | 3,749,509 | 4,360,719 | |||||
| Robert J. Hall | 9,926,169 | 8,112,285 | 4,360,719 | |||||
| Andrew Meslow | 16,186,263 | 1,852,191 | 4,360,719 | |||||
| Jessica Rodriguez | 15,264,779 | 2,773,675 | 4,360,719 | |||||
| Carrie M. Tharp | 15,548,965 | 2,489,489 | 4,360,719 | (2) | Ratification of Appointment of Independent Registered Public Accounting Firm | |||
| --- | --- | --- | --- | |||||
| For | Against | Abstentions | Broker Non-Votes | |||||
| 21,967,642 | 426,715 | 4,816 | — | |||||
| (3) | Advisory Approval of the Company's Named Executive Officer Compensation | |||||||
| For | Against | Abstentions | Broker Non-Votes | |||||
| 13,447,505 | 4,561,880 | 29,069 | 4,360,719 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|---|
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 thereunto duly authorized.
| Vera Bradley, Inc. | |
|---|---|
| (Registrant) | |
| Date: June 10, 2025 | /s/ Mark C. Dely |
| Mark C. Dely<br><br>Chief Administrative Officer |