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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): July 31, 2025
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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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 ☐ |
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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 July 31, 2025, Vera Bradley, Inc. (the “Company”) entered into a Release and Waiver Agreement (the “Release Agreement”) with its former Chief Executive Officer, Jackie Ardrey. The Release Agreement provides that Ms. Ardrey’s employment with the Company terminated on July 31, 2025 and that she will receive severance compensation, including base salary through the date of termination; accrued benefits under the terms of the Company’s employee benefit plans; a lump sum payment of $2,000,000; a pro rata portion of the amount of bonus, if any, Ms. Ardrey would have received under the Company’s annual Cash Bonus Plan for the 2026 fiscal year, payable at the time payment is made to other Company executives under the Cash Bonus Plan; and immediate accelerated full vesting of the time-based restricted stock units under the Sign-On Award and immediate accelerated vesting of the time-based vesting applicable to the performance-based stock units under the Sign-On Award, which shall remain outstanding pending the satisfaction (or not) of the performance-based vesting criteria. In consideration of these severance benefits, Ms. Ardrey agrees to release the Company, its affiliates and certain other persons specified in the Release Agreement from all claims related to her employment or the termination thereof, subject to customary limitations set forth in the Release Agreement.
The foregoing summary of the Release Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Release Agreement filed as Exhibit 10.1 to this Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | | | | |
10.1 | | Release and Waiver Agreement dated July 31, 2025 |
| 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.
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| | | | Vera Bradley, Inc. |
| | | | (Registrant) |
| | |
| Date: August 6, 2025 | | | | /s/ Mark C. Dely |
| | | | Mark C. Dely Chief Administrative Officer |
