Vera Bradley (VRA) Proxy Filing summary

Executive summary

• Fiscal 2025 revenues were $372.0 million, with significant restructuring and cost control measures implemented to position for future growth, including the sale of Pura Vida and the launch of Project Restoration, a strategic transformation initiative.

• The company closed underperforming stores, opened new outlets, and expanded product collaborations, while also enhancing responsible sourcing and sustainability efforts.

• Fiscal 2025 results were impacted by $43.7 million in net-of-tax charges, including impairments, severance, and strategic initiative costs, resulting in a net loss and negative EPS.

• Forward-looking statements highlight ongoing risks and uncertainties, with a focus on returning to sustainable, profitable growth.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors for one-year terms, ratifying Deloitte & Touche LLP as independent auditor for fiscal 2026, and approving executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of seven members, with 63% female representation, and a majority are independent.

• Directors are elected annually, and the board emphasizes diversity, ethics, and alignment with strategic objectives.

• Board committees include Audit, Talent and Compensation, and Nominating, Governance and Sustainability, all composed of independent directors.

• Governance practices include separation of Chair and CEO roles, lead independent director, executive sessions, stock ownership guidelines, and policies prohibiting hedging and pledging.