Vera Bradley (VRA) Proxy filing summary

Executive summary

• Fiscal 2026 revenues were $269.7 million, with significant actions taken to streamline operations and position for future growth, including the sale of Pura Vida and the launch of Project Sunshine to enhance brand focus and operational agility.

• Twelve underperforming full-line stores and one outlet were closed, while two new full-line stores opened, ending the year with 29 full-line and 86 outlet locations.

• Collaborations with Anthropologie and other iconic brands continued, and responsible sourcing initiatives such as Better Cotton membership were expanded.

• Fiscal 2026 net loss was impacted by $16.3 million in charges, including severance, consulting, and impairment costs, negatively affecting EPS by $0.58.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors for one-year terms, ratify Deloitte & Touche LLP as independent auditor for fiscal 2027, approve executive compensation on an advisory basis, and approve an amendment to the 2020 Equity and Incentive Plan to add 3,000,000 shares.

• The Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of six members, with a mix of independent and non-independent directors, and includes recent leadership changes.

• Governance practices include annual director elections, a Lead Independent Director, executive sessions of independent directors, stock ownership guidelines, and policies prohibiting hedging and pledging.

• The Nominating, Governance and Sustainability Committee oversees board composition, director selection, and sustainability strategy.