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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): November 1, 2024
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VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
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Indiana | | 001-34918 | | 27-2935063 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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12420 Stonebridge Road, 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)
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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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 |
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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). |
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Emerging growth company ☐ |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2024, Vera Bradley, Inc. (the “Company”) announced that Ian Bickley has been elected to join its Board of Directors.
Mr. Bickley served as a key architect and leader at Tapestry, Inc. (formerly, Coach, Inc.) (NYSE: TPR), overseeing the company’s global expansion and growing Coach’s international sales from less than $20 million to more than $2 billion. As President of the International Group for Coach, and President of Global Business Development for all Tapestry brands, Mr. Bickley established an exceptional track record in building and revitalizing brands, developing omni-channel businesses, and managing and integrating a global multi-brand portfolio.
In addition to his appointment to the Vera Bradley, Inc. Board of Directors, Mr. Bickley is currently an independent director and member of the Audit Committee and Corporate Responsibility and Sustainability Committee on the Boards of Directors at Crocs, Inc. (NASDAQ: CROX), and as an independent director on the Board at Brilliant Earth (NASDAQ: BRLT) where he chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Previously, he served as an independent director on the Board at Natura & Co., where he served on the Strategy Committee.
As a director of the Company, Mr. Bickley will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2024. This compensation generally consists of an annual cash retainer in the amount of $49,500, annual retainers for committee service, and an annual equity grant with a value of $85,000.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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.
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| | | | Vera Bradley, Inc. |
| | | | (Registrant) |
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Date: November 1, 2024 | | | | /s/ Mark C. Dely |
| | | | Mark C. Dely Chief Administrative Officer |