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): May 20, 2011
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or Other Jurisdiction
of Incorporation)
| 001-34918 | 27-2935063 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 2208 Production Road, Fort Wayne, Indiana | 46808 | |
| (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:
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2011, the board of directors of Vera Bradley, Inc. (the “Company”) adopted a resolution increasing the size of the board from seven to eight directors and, to fill the resulting vacancy, unanimously elected Frances P. Philip as an independent, Class III director, effective May 20, 2011. Ms. Philip’s term will expire with the terms of the other Class III directors at the 2013 annual meeting of shareholders.
As a director of the Company, Ms. Philip will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2011. This compensation generally consists of an annual retainer in the amount of $34,000, meeting attendance fees of $2,000 for each board or committee meeting ($500 for a telephonic meeting), and an annual equity grant with a value of $50,000.
A copy of the press release announcing Ms. Philip’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated May 24, 2011 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vera Bradley, Inc. | ||||||
| Date: May 24, 2011 | By: | /s/ Jeffrey A. Blade | ||||
| Jeffrey A. Blade | ||||||
| Executive Vice President—Chief Financial and Administrative Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 24, 2011 | |
Exhibit 99.1
|
|
Vera Bradley Public Relations
Mediacontact@verabradley.com
877-708-VERA (8372) | |
Vera Bradley Elects Frances P. Philip as Director
FORT WAYNE, Ind. (May 24, 2011) – Vera Bradley, Inc. (Nasdaq: VRA) announced today that its board of directors unanimously elected Frances P. Philip as a director, effective May 20, 2011.
Ms. Philip has extensive experience in product design and development, multi-channel merchandising, and the retail and consumer products industry. From 1994 to 2011, Ms. Philip held positions of increasing responsibility at L.L. Bean, including chief merchandising officer from 2002 to 2011. Prior to working at L.L. Bean, Ms. Philip was one of three principals who launched the innovative fresh flower catalog, Calyx & Corolla, and she served in a variety of roles with other specialty retailers, including The Nature Company, Williams-Sonoma, and The Gap. Ms. Philip is a graduate of Harvard Business School and also serves on the boards of A.T. Cross Company, Crane & Co., Inc., and Coastal Humane Society.
“We are delighted to welcome Fran to our board,” said Michael C. Ray, Vera Bradley chief executive officer. “Her vision, expertise, and her experience in merchandising and brand building will be of great value to Vera Bradley as we continue to increase brand awareness among consumers and execute our growth strategies.”
About Vera Bradley: Friends Barbara Bradley Baekgaard and Patricia R. Miller founded Vera Bradley in 1982. Today, Vera Bradley is sold through 3,300 specialty stores and 39 Vera Bradley stores nationwide. Vera Bradley accessories, handbags, and travel and paper & gift items have recently been spotted on Desperate Housewives, Brothers and Sisters, Entourage, and Modern Family, and in over 20 feature-length films. Visit www.verabradley.com for a store near you or to learn more.