UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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
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(Exact name of registrant as specified in its charter)
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| (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)
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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) | ||||||||||||||
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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 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 | ||||||||||||||