VINCE HOLDING CORP.

DEF 14A 1 vnce-def_14a-_2024.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

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May 3, 2024

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Vince Holding Corp. which will be conducted virtually online on Tuesday, June 4, 2024, at 10:30 a.m., Eastern Time. We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2024.

Details on how to attend the meeting online and of the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Meeting of Stockholders and Proxy Statement.

Your vote is important. Please take the time to carefully read each of the proposals described in the enclosed Proxy Statement and cast your vote by signing and returning your proxy card in the enclosed postage-prepaid envelope, by telephone or over the Internet by following the instructions on the enclosed proxy card.

Thank you for your support of Vince Holding Corp.

Sincerely,

David StefkoInterim Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Vince Holding Corp. (the “Company,” “we,” “us” or “our”) will be held virtually online on Tuesday, June 4, 2024 at 10:30 a.m., Eastern Time, for the following purposes to:

elect the Class I directors, Robin Kramer, Michael Mardy and David Stefko, to serve until our annual meeting of stockholders to be held in 2027 or until their respective successors are duly elected and qualified;

ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2025;

approve, on a non-binding, advisory basis, the compensation of our named executive officers; and

transact any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2024.

The Company’s board of directors has declared the close of business on April 8, 2024 as the record date for the Annual Meeting. Only stockholders of record on April 8, 2024 are entitled to receive notice of and vote at the Annual Meeting.

We appreciate your continued support of Vince Holding Corp.

By Order of the Board of Directors

Akiko Okuma

SVP, General Counsel, Secretary and Investor Relations

New York, New York

May 3, 2024

THE BOARD OF DIRECTORS URGES YOU TO VOTE BY THE INTERNET OR BY TELEPHONE OR TO MARK, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 4, 2024

THE NOTICE AND PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT http://www.proxyvote.com

TABLE OF CONTENTS

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Vince Holding Corp. (the “Company,” “we,” “us” or “our”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders to be held on Tuesday June 4, 2024, at 10:30 a.m., Eastern Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). We are holding the Annual Meeting in a virtual format via a live webcast, which can be accessed on the Internet by visiting http://www.virtualshareholdermeeting.com/VNCE2024.

We expect to first make this Proxy Statement available together with our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 on or about May 3, 2024, to our stockholders of record as of the close of business on April 8, 2024 (the “Record Date”). The Company’s principal executive offices are located at 500 Fifth Avenue, 20th Floor, New York, New York 10110 and its telephone number is (323) 421-5980.

Introductory Note About the Company

Vince Holding Corp., formerly known as Apparel Holding Corp. and Kellwood Holding Corp., was incorporated in Delaware in February 2008 in connection with the acquisition of Kellwood Company, LLC ("Kellwood Company") by affiliates of Sun Capital Partners, Inc. (“Sun Capital”). We completed an initial public offering of our common stock on November 27, 2013 (the “IPO”). On April 21, 2023, Vince, LLC, the Company's wholly owned indirect subsidiary, entered into an Intellectual Property Asset Purchase Agreement, by and among Vince, LLC, ABG-Viking, LLC ("ABG Vince"), a newly formed indirect subsidiary of Authentic Brands Group, LLC, the Company and ABG Intermediate Holdings 2 LLC, whereby Vince, LLC sold its intellectual property assets related to the business operated under the VINCE brand (the “Licensed Property”) to ABG Vince at closing (the "Asset Sale"). The Company closed the Asset Sale on May 25, 2023. On May 25, 2023, in connection with the Asset Sale, Vince, LLC entered into a License Agreement with ABG Vince, which provides Vince, LLC with an exclusive long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement).

Our fiscal year ends on the Saturday closest to January 31. For the purposes of this Proxy Statement, “fiscal 2022” refers to our fiscal year ended January 28, 2023 and “fiscal 2023” refers to our fiscal year ended February 3, 2024.

Forward-Looking Statements

This proxy statement contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 that is subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information. Risks and uncertainties that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements as a result of new information or future events.