Carrie Tharp to leave Vera Bradley (VRA) board as company shrinks seats
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Vera Bradley, Inc. announced that long-time board member Carrie Tharp has decided not to stand for re-election at the upcoming 2026 Shareholder Meeting. The company stated her decision is not due to any disagreement over operations, policies, or practices.
Tharp, who joined the board in 2020, has served on both the Talent and Compensation Committee and the Audit Committee. She was recently promoted to Go To Market COO & VP Customer Experience of Google Cloud. Vera Bradley will reduce the size of its board and will not fill the vacancy, leaving six remaining directors.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Remaining board members: 6 directors
Board service start: 2020
2 metrics
Remaining board members
6 directors
After Carrie Tharp’s term ends at 2026 Shareholder Meeting
Board service start
2020
Year Carrie Tharp joined Vera Bradley’s board
Key Terms
Audit Committee, Talent and Compensation Committee, Regulation FD, Corporate Responsibility and Sustainability Report, +2 more
6 terms
Audit Committee financial
"served as a member on both the Talent and Compensation Committee, as well as the Audit Committee during her tenure"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Talent and Compensation Committee financial
"served as a member of both the Talent and Compensation Committee, as well as the Audit Committee during her tenure"
Regulation FD regulatory
"means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Corporate Responsibility and Sustainability Report other
"access the Company’s most recent Corporate Responsibility and Sustainability Report outlining its ESG initiatives"
forward-looking statements regulatory
"Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Environmental, Social, and Governance (ESG) other
"Corporate Responsibility and Sustainability Report outlining its ESG (Environmental, Social, and Governance) initiatives"
Environmental, social, and governance (ESG) is a way to evaluate how a company manages its impact on the planet, its relationships with people and communities, and the quality of its leadership and rules. Think of it as a three-part scorecard — like checking a car’s emissions, safety, and maintenance — that investors use to judge future risks, costs, and reputational issues that can affect long-term returns.
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): April 24, 2026
___________________________
(Exact name of registrant as specified in its charter)
___________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
| 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 | ||||||
| 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. o | ||||||||||||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2026, Vera Bradley, Inc. (the “Company”) announced that long-time board member Carrie Tharp has decided not to stand for re-election at the upcoming 2026 Shareholder Meeting. Ms. Tharp's decision to not stand for re-election did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practices. Ms. Tharp joined the Company’s Board in 2020 and has served as a member on both the Talent and Compensation Committee, as well as the Audit Committee during her tenure.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release Dated April 24, 2026 | ||||||||||||||||
| 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.
Vera Bradley, Inc. | ||||||||||||||
(Registrant) | ||||||||||||||
| Date: April 24, 2026 | /s/ Mark C. Dely | |||||||||||||
Mark C. Dely Chief Administrative Officer | ||||||||||||||
BOARD MEMBER CARRIE THARP ANNOUNCES SHE WILL NOT BE STANDING FOR RE-ELECTION AT THE 2026 SHAREHOLDER MEETING
FORT WAYNE, Ind., April 24, 2026 (GLOBE NEWSWIRE) – Vera Bradley, Inc. (“Vera Bradley” or the “Company”) (NASDAQ:VRA) today announced that board member Carrie Tharp has decided not to stand for re-election at the upcoming 2026 Shareholder Meeting.
Ms. Tharp joined the Company’s Board in 2020 and has served as a member of both the Talent and Compensation Committee, as well as the Audit Committee during her tenure. Recently, Ms. Tharp was promoted into a new role as Go To Market COO & VP Customer Experience of Google Cloud. Ian Bickley, Chairman of the Vera Bradley board of Directors, commented, “Carrie has been a significant contributor to the Company’s Board of Directors over the past six years. Her insight regarding customer behavior and knowledge on the most current marketing and technology trends have been invaluable for the Company. On behalf of the Board and the entire Company, we thank her for her service.”
Ms. Tharp noted, “It has been an honor to serve on the Vera Bradley board, but I believe this is the right time to conclude my tenure in light of my expanded responsibilities at Google. I look forward to watching Vera Bradley’s growth and believe the future is bright.”
The Company is served by six remaining Board members with a diverse set of skills and backgrounds and so the Company will be shrinking the size of the board and not filling the vacancy.
About Vera Bradley, Inc.
Vera Bradley, based in Fort Wayne, Indiana, is a leading designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts. Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand is known for its innovative designs, iconic patterns, and brilliant colors that inspire and connect women unlike any other brand in the global marketplace.
The Company has two reportable segments: Vera Bradley Direct (“VB Direct”) and Vera Bradley Indirect (“VB Indirect). The VB Direct business consists of sales of Vera Bradley products through Vera Bradley Full-Line and Outlet stores in the United States; Vera Bradley’s websites, www.verabradley.com, outlet.verabradley.com, and international.verabradley.com; and typically, the Vera Bradley annual outlet sale in Fort Wayne, Indiana. The VB Indirect business consists of sales of Vera Bradley products to approximately 1,000 specialty retail locations throughout the United States, as well as select department stores, national accounts, third party e-commerce sites, and third-party inventory liquidators, and royalties recognized through licensing agreements related to the Vera Bradley brand.
Website Information
We routinely post important information for investors on our website www.verabradley.com in the "Investor Relations" section. We intend to use this webpage as a means of disclosing material, non-public information and for
complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.
Investors and other interested parties may also access the Company’s most recent Corporate Responsibility and Sustainability Report outlining its ESG (Environmental, Social, and Governance) initiatives at https://verabradley.com/pages/corporate-responsibility.
Vera Bradley Safe Harbor Statement
Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brands; possible inability to successfully implement the Company’s long-term strategic plan; possible inability to successfully open new stores, close targeted stores, and/or operate current stores as planned; incremental tariffs or adverse changes in the cost of raw materials and labor used to manufacture our products; possible adverse effects resulting from a significant disruption in our distribution facilities; or business disruption caused by pandemics or other macro factors. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended January 31, 2026. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.
CONTACTS:
Investors:
Tom Filandro, Partner
ICR, Inc
VeraBradleyIR@icrinc.com
Media:
VeraBradley@icrinc.com
FAQ
Why is Vera Bradley (VRA) board member Carrie Tharp leaving the board?
Carrie Tharp chose not to stand for re-election at Vera Bradley’s 2026 Shareholder Meeting. The company reports her decision is unrelated to any disagreement and follows her promotion to Go To Market COO & VP Customer Experience at Google Cloud, increasing her responsibilities there.
Did Carrie Tharp have any disagreements with Vera Bradley (VRA) before her departure?
The company states Carrie Tharp’s decision not to run for re-election did not result from any disagreement with Vera Bradley. This includes matters related to the company’s operations, policies, or practices, indicating an orderly and amicable conclusion of her board service.
How long did Carrie Tharp serve on the Vera Bradley (VRA) board and what were her roles?
Carrie Tharp joined Vera Bradley’s board in 2020 and has served for several years. During her tenure, she was a member of the Talent and Compensation Committee and the Audit Committee, contributing expertise in customer behavior, marketing, and technology trends, according to the company.
What will Vera Bradley’s board composition be after Carrie Tharp steps down?
After Carrie Tharp’s term ends, Vera Bradley will have six remaining board members. The company states it will shrink the size of the board and does not plan to fill the resulting vacancy, noting the remaining directors have a diverse set of skills and backgrounds.
How does Vera Bradley (VRA) describe Carrie Tharp’s impact on the company?
Board Chairman Ian Bickley said Carrie Tharp was a significant contributor, highlighting her insight into customer behavior and current marketing and technology trends. He noted her contributions have been invaluable and expressed appreciation on behalf of the board and the entire company.
Where can investors find more information about Vera Bradley’s strategy and ESG efforts?
Vera Bradley regularly posts information for investors in the Investor Relations section of www.verabradley.com. The company also provides a Corporate Responsibility and Sustainability Report outlining ESG initiatives, accessible at https://verabradley.com/pages/corporate-responsibility for additional detail on its broader commitments.