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Vera Bradley Inc

For the period ended May 30, 2024. Filed Apr 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 30, 2024 · Filed Apr 26, 2024

VRA$7.05+1.0%Stored close · as of Nov 6, 2026
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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

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

VERA BRADLEY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11.

Welcome to the Vera Bradley, Inc. Annual Meeting of Shareholders Dear Shareholder of Vera Bradley, Inc.: You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Vera Bradley, Inc., to be held at 8:00 a.m., Central Time, on May 30, 2024 at the Seneca Lounge, The Ritz-Carlton, Water Tower Place, 160 East Pearson Street, Chicago, IL 60611. The attached Notice of 2024 Annual Meeting of Shareholders and Proxy Statement provide information concerning the matters to be considered and voted on at the Annual Meeting. Please take the time to carefully read each of the proposals. Regardless of the number of shares you hold or whether you plan to attend the meeting in person, your vote is important. Accordingly, please vote your shares as soon as possible by following the instructions you received on your proxy card. Voting your shares prior to the Annual Meeting will not prevent you from voting your shares in person if you subsequently choose to attend the meeting. To make it easier for you to vote, Internet and telephone voting are available. The instructions for voting via the Internet and telephone can be found on your proxy card. Thank you for your continued support of Vera Bradley, Inc. Sincerely, Jacqueline M. Ardrey President and Chief Executive Officer April 26, 2024

NOTICE OF 2024 ANNUAL MEETINGOF SHAREHOLDERS
Date: May 30, 2024 Time: 8:00 a.m., Central Time Place: Seneca Lounge, The Ritz-Carlton Water Tower Place 160 East Pearson Street, Chicago, IL 60611. Record Date: April 3, 2024. You are entitled to vote at the Annual Meeting only if you were a shareholder at the close of business on the record date. Items of Business: • To elect nine Directors for a one-year term to expire at the 2025 Annual Meeting of Shareholders • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025 • To approve, on an advisory basis, the compensation of the Company’s named executive officers • To transact any other business as may properly come before the meeting or at any adjournments or postponements thereof.Proxy Voting: Shareholders of record may vote in person at the Annual Meeting in Chicago, but may also appoint proxies to vote their shares in one of the following ways
Via Phone Cast your vote by phone at 1-800-690-6903 24/7 until 11:59 p.m., Eastern Time on May 29, 2024
Via Mail Mark, sign, and date your proxy card and return it in the postage-paid envelope provided
Shareholders whose shares are held by a bank, broker, or other nominee (in “street name”) may instruct such record holders how to vote their shares. Any proxy may be revoked at any time prior to its exercise at the meeting by following the procedures described in the proxy solicitation materials. If you hold your shares in “street name” and wish to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from your bank, broker, or other holder of record, giving you the right to vote the shares. By Order of the Board of Directors, Mark C. Dely Corporate Secretary April 26, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 30, 2024: This 2024 Proxy Statement and Notice of Annual Meeting of Shareholders and our Fiscal 2024 Annual Report are available in the “Investor Relations” section of our website at www.verabradley.com.
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