Vera Bradley, Inc.
For the period ended Jun 4, 2026. Filed Apr 24, 2026.
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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.
Jun 4, 2026 · Filed Apr 24, 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 2026 Annual Meeting of Shareholders of Vera Bradley, Inc., to be held at 8:30 a.m., Eastern Time, on June 4, 2026 at the Vera Bradley Design Center, 12420 Stonebridge Road, Roanoke, IN 46783. The attached Notice of 2026 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, Ian Bickley Chief Executive Officer and Chairman April 24, 2026
| NOTICE OF 2026 ANNUAL MEETINGOF SHAREHOLDERS | ||
|---|---|---|
| Date: June 4, 2026 Time: 8:30 a.m., Eastern Time Place: Vera Bradley Design Center 12420 Stonebridge Road, Roanoke, IN 46783 Record Date: April 8, 2026. 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 six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2027 • To approve, on an advisory basis, the compensation of the Company’s named executive officers • To approve an amendment to the Company’s 2020 Equity Incentive Plan for an additional authorization of shares to be available for future issuance • 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, 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 June 3, 2026 | ||
| 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 24, 2026 | ||
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 4, 2026: This 2026 Proxy Statement and Notice of Annual Meeting of Shareholders and our Fiscal 2026 Annual Report are available in the “Investor Relations” section of our website at www.verabradley.com. | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.