Vera Bradley holders back pay, expand equity plan

Vera Bradley, Inc. held its 2026 Annual Meeting of Shareholders on June 4, 2026, where all management proposals were approved.

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Form Type

8-K

Rhea-AI Filing Summary

Vera Bradley, Inc. held its 2026 Annual Meeting of Shareholders on June 4, 2026, where all management proposals were approved. Shareholders elected six directors to one-year terms and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027.

On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 13,401,721 votes for and 3,889,590 against. Shareholders also approved an amendment to the 2020 Equity and Incentive Plan to add an additional 3,000,000 shares of common stock, with 11,501,853 votes for, 5,157,094 against, and 661,647 abstentions.

Insights

All proposals at Vera Bradley’s 2026 meeting passed, including a larger equity plan.

Shareholders of Vera Bradley, Inc. approved the full director slate, auditor ratification, executive pay on an advisory basis, and an expansion of the 2020 Equity and Incentive Plan by 3,000,000 shares. Voting support was solid across the business and audit items.

The equity plan amendment increases the pool of shares available for stock-based awards, aligning incentives between employees and shareholders through additional equity capacity. Actual impact on ownership will depend on future grants disclosed in later filings.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 3,000,000 shares Say-on-pay votes for: 13,401,721 votes Say-on-pay votes against: 3,889,590 votes +4 more

7 metrics

Equity plan share increase 3,000,000 shares Additional common stock added to 2020 Equity and Incentive Plan

Say-on-pay votes for 13,401,721 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 3,889,590 votes Advisory approval of named executive officer compensation

Equity plan amendment votes for 11,501,853 votes Approval to add 3,000,000 shares to 2020 Equity and Incentive Plan

Equity plan amendment votes against 5,157,094 votes Approval to add 3,000,000 shares to 2020 Equity and Incentive Plan

Auditor ratification votes for 21,251,971 votes Ratification of Deloitte & Touche LLP for fiscal year ending January 30, 2027

Auditor ratification votes against 1,296,078 votes Ratification of Deloitte & Touche LLP

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, Equity and Incentive Plan, +1 more

5 terms

broker non-votes financial

"are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm"

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.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

Equity and Incentive Plan financial

"approved an amendment to the 2020 Equity and Incentive Plan to add an additional 3,000,000 shares"

emerging growth company regulatory

"Emerging growth company o"

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 Vera Bradley (VRA) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all proposals: election of six directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of named executive officer compensation, and an amendment adding 3,000,000 shares to the 2020 Equity and Incentive Plan for future stock-based awards.

How did Vera Bradley (VRA) shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on an advisory basis, with 13,401,721 votes for, 3,889,590 against, and 29,283 abstentions. There were 5,235,449 broker non-votes. This indicates majority support for the company’s named executive officer pay program for the referenced period.

How many new shares were added to Vera Bradley’s 2020 Equity and Incentive Plan?

Shareholders approved an amendment to add 3,000,000 additional shares of common stock to the 2020 Equity and Incentive Plan. The vote was 11,501,853 for, 5,157,094 against, and 661,647 abstentions, with 5,235,449 broker non-votes recorded on this proposal.

Which directors were elected to Vera Bradley’s board at the 2026 meeting?

Shareholders elected Ian Bickley, Ivan Brockman, Kristina Cashman, Robert J. Hall, Andrew Meslow, and Jessica Rodriguez as directors for one-year terms. Each nominee received a majority of votes cast for their election, alongside broker non-votes typical for director elections.

Did Vera Bradley (VRA) shareholders ratify the company’s independent auditor for 2027?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027, with 21,251,971 votes for, 1,296,078 against, and 7,994 abstentions, and no broker non-votes reported on this item.

When was Vera Bradley’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders for Vera Bradley, Inc. was held on June 4, 2026. At this meeting, shareholders voted on director elections, auditor ratification, advisory executive compensation approval, and an amendment to increase shares under the 2020 Equity and Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/09/2026 - 09:09 AM

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 4, 2026

___________________________

VERA BRADLEY, INC.

(Exact name of registrant as specified in its charter)

___________________________

Indiana

001-34918

27-2935063

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


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)

___________________________

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
Common Stock, without par value	VRA	NASDAQ Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2026 Annual Meeting of Shareholders was held on June 4, 2026. At the meeting, the Company’s shareholders:


(1)						elected Ian Bickley, Ivan Brockman, Kristina Cashman, Robert J. Hall, Andrew Meslow, and Jessica Rodriguez to serve as Directors of the Company’s Board of Directors for a one-year term;

(2)						ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027;

(3)						approved, on an advisory basis, the compensation of the Company’s named executive officers; and

(4)						approved an amendment to the 2020 Equity and Incentive Plan to add an additional 3,000,000 shares of common stock to the plan.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes.


(1)	Election of Directors

Nominee	For	Withhold	Broker Non-Votes
Ian Bickley	17,304,509	16,085	5,235,449
Ivan Brockman	17,301,956	18,638	5,235,449
Kristina Cashman	16,413,577	907,017	5,235,449
Robert J. Hall	12,405,467	4,915,127	5,235,449
Andrew Meslow	17,301,363	19,231	5,235,449
Jessica Rodriguez	17,189,289	131,305	5,235,449


(2)	Ratification of Appointment of Independent Registered Public Accounting Firm

For	Against	Abstentions	Broker Non-Votes
21,251,971	1,296,078	7,994	—

(3)	Advisory Approval of the Company's Named Executive Officer Compensation

For	Against	Abstentions	Broker Non-Votes
13,401,721	3,889,590	29,283	5,235,449

(4)	Approval to add an additional 3,000,000 shares of common stock to the 2020 Equity and Incentive Plan

For	Against	Abstentions	Broker Non-Votes
11,501,853	5,157,094	661,647	5,235,449

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


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: June 9, 2026

/s/ Daniel Ross

Daniel Ross

General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Vera Bradley holders back pay, expand equity plan

Rhea-AI Filing Summary