Vince (VNCE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, to be held virtually; record date is April 21, 2025.

• Key business includes director elections, auditor ratification, executive compensation advisory vote, and vote frequency on executive pay.

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

• Forward-looking statements highlight risks and uncertainties, with reference to the latest 10-K risk factors.

Voting matters and shareholder proposals

• Proposals: elect three Class II directors, ratify PricewaterhouseCoopers LLP as auditor, approve executive compensation (say-on-pay), and set frequency of future say-on-pay votes.

• Board recommends voting FOR all proposals and for annual (one-year) say-on-pay vote frequency.

• Shareholders can submit proposals for the 2026 meeting between February 5 and March 9, 2026.

Board of directors and corporate governance

• Board consists of eight members with one vacancy, divided into three classes with staggered three-year terms.

• P180 controls a majority of voting power; company is a “controlled company” under NYSE standards and exempt from some governance requirements.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• Board leadership is separated between Chairman (independent) and CEO roles.

• Directors are expected to attend at least 75% of meetings and the annual meeting.