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): June 0816, 2026 ~~(June 4, 2026)~~

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36212	75-3264870
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 5th Avenue 20th Floor
New York, New York		10110
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 323 421-5980

    

(Former Name or Former Address, 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 (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	VNCE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02(e) ApprovalResults of AmendmentOperations to Vince Holding Corp. Amended and RestatedFinancial 2013 Omnibus Incentive PlanCondition.

On June 416, 2026, Vince Holding Corp. (the “"Company”") ~~held~~announced its ~~2026~~financial ~~annual~~results ~~meeting~~for ofits ~~stockholders~~first ~~(the~~fiscal ~~"2026~~quarter ~~Annual~~ended ~~Meeting").~~May ~~As further discussed below~~2, at2026. A ~~the~~copy ~~Annual Meeting, the shareholders~~ of the ~~Company~~press ~~approved~~release anis ~~amendment~~furnished ~~and~~as ~~restatement~~Exhibit 99.1 to ~~the~~this ~~Company's~~Current ~~Amended~~Report ~~and~~on ~~Restated~~Form ~~2013 Omnibus Incentive Plan (the "Plan Amendment and Restatement")~~8-K.

~~Each~~The ofinformation, ~~the~~including ~~description~~Exhibit of99.1 hereto, which the ~~terms~~registrant ~~and~~furnished ~~conditions~~in ofthis ~~the~~report, ~~Plan~~is ~~Amendment~~not ~~and~~deemed ~~Restatement,~~"filed" asfor ~~set~~purposes ~~forth~~of inSection 18 of the ~~Company's~~Securities ~~Definitive~~Exchange ~~Proxy~~Act ~~Statement~~of on1934, ~~Schedule~~as ~~14A~~amended, ~~filed~~or ~~with~~otherwise ~~the~~subject ~~Securities~~to ~~and~~the ~~Exchange~~liabilities ~~Commission~~of onthat ~~April~~section. Registration ~~16,~~statements ~~2026~~or ~~(the~~other ~~"Proxy~~documents ~~Statement"),~~filed ~~and~~with the ~~full~~Securities ~~text~~and ofExchange ~~the~~Commission ~~Plan~~shall ~~Amendment~~not ~~and~~incorporate ~~Restatement~~this ~~attached~~information toby ~~the~~reference, ~~Proxy~~except ~~Statement~~ as ~~Annex~~otherwise Aexpressly isstated ~~incorporated~~in ~~herein~~such ~~by reference~~filing.

Item 59.0701 SubmissionFinancial ofStatements Mattersand to a Vote of Security HoldersExhibits.

On(d) ~~June 4, 2026, the Company held its 2026 Annual Meeting~~Exhibits. ~~The proposals submitted to a stockholder vote at the Annual Meeting are described in the Company’s Proxy Statement. The results of such stockholder vote are set forth below:~~

Proposal No. 1 – To elect one Class III director to serve until the Company’s annual meeting of stockholders to be held in 2029 or until his successor is duly elected and qualified.


Exhibit No.		Description of Exhibit
99.1		Press Release of the Company, dated June 16, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Nominee	For	Withheld	Broker-Non-Vote
Michael Mardy	7,459,977	543,508	2,298,423

SIGNATURES

~~Proposal~~Pursuant ~~No.~~to 2the –requirements ~~Ratification~~ of ~~appointment~~the Securities Exchange Act of ~~PricewaterhouseCoopers~~1934, ~~LLP~~the asregistrant ~~the~~has ~~Company’s~~duly ~~independent~~caused ~~registered~~this ~~public~~report ~~accounting~~to ~~firm~~be ~~for~~signed ~~the~~on ~~fiscal~~its ~~year~~behalf ~~ending~~by ~~January~~the ~~30,~~undersigned ~~2027~~hereunto duly authorized.

For	Against	Abstain
			VINCE HOLDING CORP.
10,330,230	1,150	528
Date:	June 16, 2026	By:	/s/ Brendan Hoffman
			Brendan HoffmanChief Executive Officer

Proposal No. 3 – Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Vote
7,921,980	81,300	205	2,298,423

Proposal No. 4 – Approval of the Plan Amendment and Restatement to increase by 1,000,000 the maximum aggregate number of shares of the Company's common stock issuable thereunder.

For	Against	Abstain	Broker Non-Vote
7,582,358	420,949	178	2,298,423

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			VINCE HOLDING CORP.
Date:	June 8, 2026	By:	/s/ Brendan Hoffman
			Name: Brendan HoffmanTitle: Chief Executive Officer

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