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): ~~April~~June 244, 2026

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VERA BRADLEY, INC.

(Exact name of registrant as specified in its charter)

___________________________

Indiana

001-34918

27-2935063

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


12420 Stonebridge Road, Roanoke, Indiana						46783
(Address of Principal Executive Offices)						(Zip Code)

(877) 708-8372

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

☐

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, without par value	VRA	NASDAQ Global Select Market

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. o

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnThe ~~April~~Company’s ~~24,~~ 2026, ~~Vera~~Annual ~~Bradley,~~Meeting ~~Inc.~~of ~~(the~~Shareholders ~~“Company”)~~was ~~announced~~held ~~that~~on ~~long-time~~June 4, ~~board member Carrie Tharp has decided not to stand for re-election at the upcoming~~ 2026 ~~Shareholder Meeting~~. ~~Ms.~~At ~~Tharp's decision to not stand for re-election did not result from any disagreement with~~ the ~~Company concerning any matter relating to its operations~~meeting, ~~policies, or practices. Ms. Tharp joined~~ the Company’s ~~Board in 2020 and has served as a member on both the Talent and Compensation Committee, as well as the Audit Committee during her tenure.~~ shareholders:


(1)						elected Ian Bickley, Ivan Brockman, Kristina Cashman, Robert J. Hall, Andrew Meslow, and Jessica Rodriguez to serve as Directors of the Company’s Board of Directors for a one-year term;

(2)						ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027;

(3)						approved, on an advisory basis, the compensation of the Company’s named executive officers; and

(4)						approved an amendment to the 2020 Equity and Incentive Plan to add an additional 3,000,000 shares of common stock to the plan.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes.


(1)	Election of Directors

Nominee	For	Withhold	Broker Non-Votes
Ian Bickley	17,304,509	16,085	5,235,449
Ivan Brockman	17,301,956	18,638	5,235,449
Kristina Cashman	16,413,577	907,017	5,235,449
Robert J. Hall	12,405,467	4,915,127	5,235,449
Andrew Meslow	17,301,363	19,231	5,235,449
Jessica Rodriguez	17,189,289	131,305	5,235,449


(2)	Ratification of Appointment of Independent Registered Public Accounting Firm

For	Against	Abstentions	Broker Non-Votes
21,251,971	1,296,078	7,994	—

(3)	Advisory Approval of the Company's Named Executive Officer Compensation

For	Against	Abstentions	Broker Non-Votes
13,401,721	3,889,590	29,283	5,235,449

(4)	Approval to add an additional 3,000,000 shares of common stock to the 2020 Equity and Incentive Plan

For	Against	Abstentions	Broker Non-Votes
11,501,853	5,157,094	661,647	5,235,449

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1						Press Release Dated April 24, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

Vera Bradley, Inc.

(Registrant)

Date: April 24, 2026

/s/ Mark C. Dely

Date: June 9, 2026

/s/ Daniel Ross

Mark C. DelyChief Administrative Officer

Daniel RossGeneral Counsel

Filing Compare · Vera Bradley, Inc.