Vera Bradley Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$VRA
Apparel
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 2024
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(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 19, 2024, the Board of Directors (the “Board”) of Vera Bradley, Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company (the “Amended Bylaws”), which became effective immediately. The Amended Bylaws reflect, among other things, the following principal changes:
(i)Clarifying the process and requirements necessary for a shareholder to bring business properly before an annual meeting by a shareholder (Section 1.3);
(ii)Allow for the Board of Directors to cancel, postpone or reschedule a meeting of shareholders (Section 1.4);
(iii)Clarified that the chairman may adjourn a shareholder meeting as permitted by law (Section 1.5);
(iv)Clarifying that any adjournment of a shareholder's meeting does not require the Board of Directors to fix a new record date, unless such adjournment is more than 120 days after the original meeting date (Section 1.7);
(v)Clarifying that white proxy cards shall be reserved for the exclusive use by the Corporation (Section 1.8);
(vi)Clarifying the type and kind of rules and regulations that may be prescribed by the Chairman of the Board or meeting chair (Section 1.12);
(vii) Clarifying the process and requirements necessary for a shareholder to make nominations for election of Directors (Section 2.12); and
(viii) Requiring the sole and exclusive forum for adjudication of certain disputes against the Corporation or any director, - officer, employee or agent to be located in the State of Indiana (Section 7.1).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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: September 25, 2024 | /s/ Mark C. Dely | |||||||||||||
Mark C. Dely Chief Administrative Officer | ||||||||||||||