Vince Holding holders back director, expand incentive plan
Vince Holding Corp. reported results from its 2026 annual stockholder meeting.
Accepted by SEC EDGAR
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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"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
