Vince (VNCE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with voting on key proposals including director election, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

• P180 Vince Acquisition Co. acquired a majority stake in January 2025, making the company a "controlled company" under Nasdaq rules.

• The board recommends voting in favor of all proposals, including increasing the share reserve for the equity incentive plan by 1,000,000 shares.

• Forward-looking statements are included, with risks detailed in the annual report.

Voting matters and shareholder proposals

• Proposals include electing Michael Mardy as Class III director, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation (say-on-pay), and amending the 2013 Omnibus Incentive Plan.

• The board recommends voting "FOR" all proposals.

• No shareholder proposals or director nominations were submitted for this meeting.

Board of directors and corporate governance

• The board will reduce to five members after the meeting, with four vacancies.

• Michael Mardy is nominated for election; several directors are stepping down or not standing for reelection.

• The company is a "controlled company" and is exempt from certain Nasdaq governance requirements.

• All audit committee members are independent; the board reviews independence annually.

• The board held three regular and three special meetings in fiscal 2025; all directors attended at least 75% of meetings.