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): October 12, 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 (17CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the date hereof, Vera Bradley, Inc. (the “Company”) issued a press release announcing the unanimous election of Richard Baum as an independent, Class III director and Stephen J. Hackman as an independent, Class I director, effective October 12, 2011, following adoption by the Company’s board of directors of a resolution increasing the size of the board from nine to eleven directors. Mr. Baum’s term will expire with the terms of the other Class III directors at the 2013 annual meeting of shareholders and Mr. Hackman’s term will expire with the terms of the other Class I directors at the 2014 annual meeting of shareholders. The board of directors has not determined the board committees, if any, to which Mr. Baum and Mr. Hackman will be appointed.
Mr. Hackman is a partner of Ice Miller LLP, a law firm engaged from time to time by the Company to perform legal services. To date, in the Company’s current fiscal year, it has paid $197,215.00 to Ice Miller LLP for legal services rendered to the Company. Of the amount the Company has paid in the current fiscal year, Mr. Hackman has received approximately $2,905.00.
As directors of the Company, Mr. Baum and Mr. Hackman will receive compensation as non-employee directors 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 the election of Mr. Baum and Mr. Hackman 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 October 18, 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: October 18, 2011 |
By: | /s/ Jeffrey A. Blade | ||
|
| ||||
| Jeffrey A. Blade | ||||
| Executive Vice President—Chief Financial and Administrative Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated October 18, 2011 | |
Exhibit 99.1
|
Vera Bradley Public Relations: Mediacontact@verabradley.com 877-708 VERA (8372)
Investor Relations: Vera Bradley Paul Blair PBlair@verabradley.com 260-207-5183
Joseph Teklits/Jean Fontana ICR, Inc. Jean.fontana@icrinc.com 203-682-8200 |
Vera Bradley Elects Richard Baum and Stephen J. Hackman as Directors
FORT WAYNE, Ind., October 18, 2011—Vera Bradley, Inc. (Nasdaq:VRA) announced today that its board of directors unanimously elected Richard Baum and Stephen J. Hackman as directors, effective October 12, 2011.
Mr. Baum is the managing partner of Consumer Growth Partners, a private equity firm with an exclusive investment focus on specialty retail and branded consumer products companies. Prior to the founding of Consumer Growth Partners, Mr. Baum spent more than a decade in various equity research roles with Credit Suisse, Goldman Sachs, and Sanford Bernstein. During this time, he was consistently ranked as one of Wall Street’s top specialty retail analysts. He also has extensive experience in retail operations, merchandising, and strategic planning. Mr. Baum holds a J.D. Degree from Harvard Law School and a B.A. in Economics from the University of Michigan.
Mr. Hackman has been a partner at Ice Miller LLP in Indianapolis since 1991 and joined the firm in 1984. His practice concentration is in federal and state securities law and a significant portion is devoted to advising public companies regarding matters of corporate governance. Mr. Hackman holds a J.D. Degree from the Indiana University School of Law and a business degree from Indiana University. He serves on the boards of Visionary Enterprises, Inc., Marian University, and the Business Law Advisory Board for the Indiana University School of Law – Bloomington.
“We are pleased to welcome Richard and Steve to our board,” said Michael C. Ray, Vera Bradley’s Chief Executive Officer. “Their background and experience complement the Vera Bradley team and will serve us well as we continue to 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 54 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 more than 20 feature-length films. Vera Bradley’s fiscal 2011 sales were $366 million. Visit www.verabradley.com for a store near you or to learn more.