Vince Holding Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, 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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 14, 2025, the board of directors of Vince Holding Corp. (the “Company”) appointed Yuji Okumura, age 41, the Company’s current Interim Chief Financial Officer, to serve as the Company’s Chief Financial Officer on a permanent basis effective immediately. Mr. Okumura has been serving as the Company’s Interim Chief Financial Officer since March 28, 2025.

In connection with Mr. Okumura’s appointment as the Company’s permanent Chief Financial Officer, the Company entered into an amended employment letter to provide Mr. Okumura with a base salary of $400,000. All other terms of his existing employment letter are unchanged.

Information regarding Mr. Okumura’s positions with the Company, business experience, and compensation other than as set forth herein is disclosed under Item 5.02 of the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on March 12, 2025 and is incorporated herein by reference.

There are no family relationships between Mr. Okumura and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Okumura that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

A copy of the press release announcing Mr. Okumura’s permanent appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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 hereunto duly authorized.