Vera Bradley Files 8-K with Corporate Updates

TL;DR

Vera Bradley filed an 8-K on 9/19 for corporate updates & financials.

AI Summary

Vera Bradley, Inc. filed an 8-K on September 25, 2024, reporting events that occurred on September 19, 2024. The filing indicates amendments to its articles of incorporation or bylaws and includes financial statements and exhibits. The company's principal executive offices are located at 12420 Stonebridge Road, Roanoke, Indiana.

Why It Matters

This 8-K filing signals potential changes in Vera Bradley's corporate structure or governance, which could impact its operational framework and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and financial information, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

• Vera Bradley, Inc. (company) — Registrant
• September 19, 2024 (date) — Earliest event reported
• September 25, 2024 (date) — Date of report
• 12420 Stonebridge Road, Roanoke, Indiana 46783 (address) — Principal Executive Offices

FAQ

Filing Documents

• vra-20240919.htm (8-K) — 34KB
• exhibit32.htm (EX-3.2) — 163KB
• 0001495320-24-000071.txt ( ) — 356KB
• vra-20240919.xsd (EX-101.SCH) — 2KB
• vra-20240919_lab.xml (EX-101.LAB) — 22KB
• vra-20240919_pre.xml (EX-101.PRE) — 13KB
• vra-20240919_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 19, 2024, the Board of Directors (the "Board") of Vera Bradley, Inc. (the "Company") approved and adopted the amended and restated bylaws of the Company (the "Amended Bylaws"), which became effective immediately. The Amended Bylaws reflect, among other things, the following principal changes: (i) Clarifying the process and requirements necessary for a shareholder to bring business properly before an annual meeting by a shareholder (Section 1.3); (ii) Allow for the Board of Directors to cancel, postpone or reschedule a meeting of shareholders (Section 1.4); (iii) Clarified that the chairman may adjourn a shareholder meeting as permitted by law (Section 1.5); (iv) Clarifying that any adjournment of a shareholder's meeting does not require the Board of Directors to fix a new record date, unless such adjournment is more than 120 days after the original meeting date (Section 1.7); (v) Clarifying that white proxy cards shall be reserved for the exclusive use by the Corporation (Section 1.8); (vi) Clarifying the type and kind of rules and regulations that may be prescribed by the Chairman of the Board or meeting chair (Section 1.12); (vii) Clarifying the process and requirements necessary for a shareholder to make nominations for election of Directors (Section 2.12); and (viii) Requiring the sole and exclusive forum for adjudication of certain disputes against the Corporation or any director, - officer, employee or agent to be located in the State of Indiana (Section 7.1).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 3.2 Amended and Restated Bylaws of Vera Bradley, Inc., adopted on September 19, 2024 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: September 25, 2024 /s/ Mark C. Dely Mark C. Dely Chief Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR