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 1, 2012
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 October 4, 2012, Vera Bradley, Inc. (the “Company”) issued a press release announcing the unanimous election of Karen Kaplan as an independent, Class I director, effective October 3, 2012. Ms. Kaplan’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 Ms. Kaplan will be appointed. On October 1, 2012, Stephen J. Hackman tendered his resignation from the Board of Directors effective upon Ms. Kaplan’s election.
As a director of the Company, Ms. Kaplan will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2012. 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 Ms. Kaplan 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 No. |
Description | |
| 99.1 | Press Release dated October 4, 2012. | |
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 4, 2012 |
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 October 4, 2012. | |
Exhibit 99.1
MEDIA RELEASE
Vera Bradley Board Elects Karen Kaplan as Director
Fort Wayne, Ind. (October 4, 2012) - Vera Bradley, Inc. (Nasdaq: VRA) announced today that its board of directors unanimously elected Karen Kaplan as a director, effective October 3, 2012.
Ms. Kaplan is President of Hill Holliday, one of the nation’s largest advertising agencies, where she has worked since 1982.
Ms. Kaplan was elected to and currently serves as Chairman of the Greater Boston Chamber of Commerce. She serves on the Board of Governors of the Chief Executives’ Club of Boston and the Board of the Massachusetts Conference for Women, and is a Trustee of the Post Office Square Trust, as well as a member of the Clinton Global Initiative. She is the immediate past President of the Massachusetts Women’s Forum.
Ms. Kaplan is a Trustee of Fidelity Investments where she serves on the Audit Committee and Governance and Nominating Committee, and is a Director of Delta Dental and DentaQuest where she chairs the Nominating and Governance Committee and serves on the Compensation and Executive Committees.
“We are thrilled that Karen has joined our Board,” said Michael C. Ray, Vera Bradley’s Chief Executive Officer. “Her unique perspective and significant marketing and branding expertise will serve the company well.”
Ms. Kaplan was recently honored as one of the 100 most influential women in advertising by Advertising Age, and was previously selected by the publication as one of its “Women to Watch.” She was also named one of the 50 most powerful people in Boston by Boston Magazine and the Boston Business Journal.
About Vera Bradley
Vera Bradley infuses color into all aspects of women’s lives with vibrant handbags, accessories, luggage, eyewear, travel items and gifts. Founded in 1982 by Barbara Bradley Baekgaard and Patricia R. Miller, the brand inspires women to “be colorful” with designs that reflect their personal style. Vera Bradley employs 2200 and fiscal 2012 sales were $461 million. The company’s commitment to breast cancer research continues to expand through the Vera Bradley Foundation for Breast Cancer. For more information about Vera Bradley (NASDAQ: VRA), visit www.verabradley.com/mediaroom.
CONTACT:
PR - Melissa Schenkel, 260.207.5176, mschenkel@verabradley.com
IR - Paul Blair, 260.207.5183, pblair@verabradley.com