VINCE HOLDING CORP.
For the period ended Jan 31, 2026. Filed Apr 16, 2026.
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FY2026 · Filed Apr 16, 2026
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Item 9B. Other Information
On September 29, 2025, Eugenia Ulasewicz, a member of the Company's Board of Directors, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 11,322 shares of common stock. On December 24, 2025, Ms. Ulasewicz completed a sale of 11,322 shares pursuant to her 10b5-1 plan, and the plan was terminated on such date in accordance with its terms.
In addition, we are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.”
Director Resignation
On April 14, 2026, Eugenia Ulasewicz, a member of the Company's Board of Directors, notified the Chairman of the Company’s Board of Directors of her decision to resign from the Board, effective as of the Company's 2026 Annual Meeting of Stockholders. Ms. Ulasewicz’s decision to resign was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Cash Long-Term Incentive Plan
On April 14, 2026, the Board, upon a recommendation from the compensation committee, approved the adoption of a new long-term incentive plan (the “Cash LTIP”) for the Company’s executive officers, including its named executive officers. The Cash LTIP covers the fiscal years 2026 through 2028.
Under the Cash LTIP, eligible participants will have the opportunity to earn cash incentive awards based on the achievement of specified EBITDA performance targets (subject to certain internal adjustments) measured over the three-year performance period. Awards will be paid in fiscal year 2029, subject to the following terms:
25% of the participant’s fiscal year 2026 base salary (target incentive) will be paid if the Company achieves the EBITDA target for the three-year period.
50% of the participant’s fiscal year 2026 base salary (target incentive) will be paid if the Company achieves a stretch EBITDA target for the three-year period.
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