Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2011

 

 

VERA BRADLEY, INC.

(Exact name of registrant as specified in its charter)

 

 

Indiana

(State or Other Jurisdiction

of Incorporation)

 

001-34918   27-2935063

(Commission

File Number)

 

(IRS Employer

Identification No.)

2208 Production Road, Fort Wayne, Indiana   46808
(Address of Principal Executive Offices)   (Zip Code)

(877) 708-8372

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2011, the board of directors of Vera Bradley, Inc. (the “Company”) adopted a resolution increasing the size of the board from seven to eight directors and, to fill the resulting vacancy, unanimously elected Frances P. Philip as an independent, Class III director, effective May 20, 2011. Ms. Philip’s term will expire with the terms of the other Class III directors at the 2013 annual meeting of shareholders.

As a director of the Company, Ms. Philip will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2011. This compensation generally consists of an annual retainer in the amount of $34,000, meeting attendance fees of $2,000 for each board or committee meeting ($500 for a telephonic meeting), and an annual equity grant with a value of $50,000.

A copy of the press release announcing Ms. Philip’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release dated May 24, 2011


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Vera Bradley, Inc.
Date: May 24, 2011     By:  

/s/ Jeffrey A. Blade

    Jeffrey A. Blade
   

Executive Vice President—Chief Financial and

Administrative Officer


EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    Press Release dated May 24, 2011