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 4 11, 2026

___________________________

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~~The 5information in Items 2.0702 ~~Submission~~and 9.01 of ~~Matters~~this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to athe ~~Vote~~liabilities of ~~Security~~that ~~Holders~~Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

~~The Company’s 2026 Annual Meeting of Shareholders was held on June~~Item ~~4, 2026~~2.02 AtResults ~~the~~of ~~meeting,~~Operations ~~the~~and ~~Company’s~~Financial ~~shareholders:~~Condition

(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.

On June 11, 2026, Vera Bradley, Inc. issued an earnings press release for the quarterly period ended May 2, 2026. The press release, including attachments, is furnished as Exhibit 99.1 to this report.

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

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


99.1						Press Release dated June 11, 2026
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: June 9, 2026

/s/ Daniel Ross

Date: June 11, 2026

/s/ Martin Layding

Daniel RossGeneral Counsel

Martin LaydingChief Operating & Financial Officer

EXHIBIT INDEX


Exhibit No.						Description
99.1						Press release dated June 11, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filing Compare · Vera Bradley, Inc.