Form 8-K - Current report

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 26, 2024

___________________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2024, Bradley (“Brad”) Weston provided notice of his decision to resign from the Board of Directors (the “Board”) of Vera Bradley, Inc. (the “Company”) effective August 30, 2024. Mr. Weston’s resignation did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practices. Consistent with the Company's Board augmentation and refreshment standards, the Company has commenced a search for Mr. Weston’s replacement with the assistance of an experienced direct search firm.

Mr. Weston noted, “I have enjoyed working with both the Vera Bradley Board and management team. I believe the Company's strong foundation, operational execution and clear strategic implementation will serve shareholders in the future. My responsibilities associated with a new CEO role, however, require that I step away from the Vera Bradley Board of Directors at this time, and I wish the entire Vera Bradley organization the best on their journey ahead.”

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: July 31, 2024

/s/ Mark C. Dely

Mark C. Dely

Chief Administrative Officer

Cover	Jul. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 26, 2024
Entity Registrant Name	VERA BRADLEY, INC.
Entity Incorporation, State or Country Code	IN
Entity File Number	001-34918
Entity Tax Identification Number	27-2935063
Entity Address, Address Line One	12420 Stonebridge Road
Entity Address, City or Town	Roanoke
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46783
City Area Code	(877)
Local Phone Number	708-8372
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	VRA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001495320
Amendment Flag	false