Vince Holding (VNCE) investors approve director, auditor and 1M-share incentive plan boost

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vince Holding Corp. reported results from its 2026 annual stockholder meeting. Stockholders elected Class III director Michael Mardy to serve until the 2029 annual meeting. They ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending January 30, 2027.

On an advisory basis, stockholders approved the compensation of the company’s named executive officers. They also approved an amendment and restatement of the Amended and Restated 2013 Omnibus Incentive Plan, increasing by 1,000,000 shares the maximum aggregate number of shares of common stock issuable under the plan.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director election votes for: 7,459,977 votes Director election votes withheld: 543,508 votes Auditor ratification votes for: 10,330,230 votes +3 more

6 metrics

Director election votes for 7,459,977 votes Michael Mardy, Class III director election at 2026 annual meeting

Director election votes withheld 543,508 votes Michael Mardy, Class III director election at 2026 annual meeting

Auditor ratification votes for 10,330,230 votes Ratification of PricewaterhouseCoopers LLP for year ending January 30, 2027

Say-on-pay votes for 7,921,980 votes Advisory approval of named executive officer compensation

Equity plan share increase 1,000,000 shares Increase in maximum aggregate shares under 2013 Omnibus Incentive Plan

Equity plan votes for 7,582,358 votes Approval of Plan Amendment and Restatement

Key Terms

Omnibus Incentive Plan, non-binding, advisory basis, independent registered public accounting firm, broker non-vote, +1 more

5 terms

Omnibus Incentive Plan financial

"Approval of the Plan Amendment and Restatement to increase by 1,000,000 the maximum aggregate number of shares of the Company's common stock issuable thereunder."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

non-binding, advisory basis financial

"Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm financial

"Ratification of appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-vote financial

"For | Against | Abstain | Broker Non-Vote 7,921,980 | 81,300 | 205 | 2,298,423"

emerging growth company regulatory

"Emerging growth company Item 5.02(e) Approval of Amendment to Vince Holding Corp."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/08/2026 - 04:05 PM

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 08, 2026 (June 4, 2026)

    

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36212	75-3264870
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 5th Avenue 20th Floor
New York, New York		10110
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 323 421-5980

    

(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:

☐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, $0.01 par value per share	VNCE	The Nasdaq Stock Market LLC

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(e) Approval of Amendment to Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan.

On June 4, 2026, Vince Holding Corp. (the “Company”) held its 2026 annual meeting of stockholders (the "2026 Annual Meeting"). As further discussed below, at the Annual Meeting, the shareholders of the Company approved an amendment and restatement to the Company's Amended and Restated 2013 Omnibus Incentive Plan (the "Plan Amendment and Restatement").

Each of the description of the terms and conditions of the Plan Amendment and Restatement, as set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026 (the "Proxy Statement"), and the full text of the Plan Amendment and Restatement attached to the Proxy Statement as Annex A is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2026, the Company held its 2026 Annual Meeting. The proposals submitted to a stockholder vote at the Annual Meeting are described in the Company’s Proxy Statement. The results of such stockholder vote are set forth below:

Proposal No. 1 – To elect one Class III director to serve until the Company’s annual meeting of stockholders to be held in 2029 or until his successor is duly elected and qualified.


Nominee	For	Withheld	Broker-Non-Vote
Michael Mardy	7,459,977	543,508	2,298,423

Proposal No. 2 – Ratification of appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.


For	Against	Abstain
10,330,230	1,150	528

Proposal No. 3 – Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.


For	Against	Abstain	Broker Non-Vote
7,921,980	81,300	205	2,298,423

Proposal No. 4 – Approval of the Plan Amendment and Restatement to increase by 1,000,000 the maximum aggregate number of shares of the Company's common stock issuable thereunder.


For	Against	Abstain	Broker Non-Vote
7,582,358	420,949	178	2,298,423

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.


			VINCE HOLDING CORP.

Date:	June 8, 2026	By:	/s/ Brendan Hoffman
			Name: Brendan Hoffman Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Vince Holding Corp. (VNCE) stockholders approve at the 2026 annual meeting?

Stockholders approved all four proposals, including electing director Michael Mardy, ratifying PricewaterhouseCoopers as auditor, endorsing executive compensation, and increasing the share pool under the omnibus incentive plan by 1,000,000 shares of common stock.

How did Vince Holding Corp. (VNCE) vote on the new equity incentive plan shares?

Stockholders approved the plan amendment to add 1,000,000 shares with 7,582,358 votes for, 420,949 against and 178 abstentions, plus 2,298,423 broker non-votes. This expands the shares available under the Amended and Restated 2013 Omnibus Incentive Plan.

Was Vince Holding Corp.’s (VNCE) director nominee elected at the 2026 meeting?

Yes. Nominee Michael Mardy received 7,459,977 votes for, 543,508 withheld and 2,298,423 broker non-votes. He will serve as a Class III director until the 2029 annual meeting or until his successor is elected and qualified.

Did Vince Holding Corp. (VNCE) stockholders ratify the company’s auditor for fiscal 2026?

Yes. PricewaterhouseCoopers LLP was ratified as Vince Holding Corp.’s independent registered public accounting firm for the fiscal year ending January 30, 2027, with 10,330,230 votes for, 1,150 against and 528 abstentions recorded at the meeting.

How did Vince Holding Corp. (VNCE) investors vote on executive compensation?

On a non-binding advisory basis, stockholders approved named executive officer compensation with 7,921,980 votes for, 81,300 against, 205 abstentions and 2,298,423 broker non-votes. This say-on-pay vote reflects shareholder views on the company’s current pay practices.

What is the purpose of Vince Holding Corp.’s amended Omnibus Incentive Plan?

The amended and restated 2013 Omnibus Incentive Plan, as approved, increases the maximum aggregate number of common shares issuable by 1,000,000. It supports equity-based compensation for eligible participants, aligning their interests with stockholders through stock-related awards.

Filing Exhibits & Attachments

1 document