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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 31, 2018
___________________________ 
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
___________________________
 
Indiana
 
001-34918
 
27-2935063
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
12420 Stonebridge Road,
Roanoke, Indiana
 
46783
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
 
Emerging growth company o
 
 
 
 
 
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 




Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s 2018 Annual Meeting of Shareholders was held on May 31, 2018. At the meeting, the Company’s shareholders:
 
 
(1)
elected Robert J. Hall, P. Michael Miller, and Edward M. Schmults to serve as Class II Directors of the Company’s Board of Directors;
 
(2)
ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2019; and
 
(3)
approved, on an advisory basis, the compensation of the Company's named executive officers.
Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes.
 
 
(1)
Election of Directors
Nominee
 
For
 
Withhold
 
Broker Non-Votes
Robert J. Hall
 
29,038,439
 
959,031
 
2,652,794
P. Michael Miller
 
25,378,326
 
4,619,144
 
2,652,794
Edward M. Schmults
 
19,889,825
 
10,107,645
 
2,652,794
 
(2)
Ratification of Appointment of Independent Registered Public Accounting Firm
For
 
Against
 
Abstentions
 
Broker Non-Votes
32,607,993
 
35,836
 
6,435
 
—
 
(3)
Advisory Approval of the Company's Named Executive Officer Compensation
For
 
Against
 
Abstentions
 
Broker Non-Votes
24,753,275
 
4,737,366
 
506,829
 
2,652,794






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
Vera Bradley, Inc.
 
 
 
 
(Registrant)
 
 
 
June 1, 2018
 
 
 
/s/ Mark C. Dely
 
 
 
 
Mark C. Dely
Chief Administrative Officer