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2021 Proxy Statement and Notice of Annual Meeting of Shareholders

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2021 Proxy Statement and Notice of Annual Meeting of Shareholders Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 VERA BRADLEY, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Table of Contents 2021 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Table of Contents Welcome to the Vera Bradley, Inc. Annual Meeting of Shareholders Dear Shareholder of Vera Bradley, Inc.: You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Vera Bradley, Inc., to be held at 9:30 a.m., Eastern Time, on June 3, 2021 at our Design Center at 12420 Stonebridge Road, Roanoke, IN 46783. The attached Notice of 2021 Annual Meeting of Shareholders and Proxy Statement provide information concerning the matters to be considered and voted on at the Annual Meeting. Please take the time to carefully read each of the proposals. Regardless of the number of shares you hold or whether you plan to attend the meeting in person, your vote is important. Accordingly, please vote your shares as soon as possible by following the instructions you received on your proxy card. Voting your shares prior to the Annual Meeting will not prevent you from voting your shares in person if you subsequently choose to attend the meeting. To make it easier for you to vote, Internet and telephone voting are available. The instructions for voting via the Internet and telephone can be found on your proxy card. In light of the ongoing COVID-19 pandemic, we are encouraging all shareholders to take advantage of Internet and telephone voting. Additionally, while we anticipate that the Annual Meeting will occur as planned on June 3rd, there is a possibility that due to the COVID-19 pandemic the meeting may be postponed or the location changed, including possibly holding a virtual meeting. Should this occur, we will notify you by issuing a press release and filing an announcement with the Securities and Exchange Commission as definitive additional soliciting material. If you plan to attend the meeting in person, please note that we will be holding the meeting in accordance with recommended and any required social distancing guidelines and you will be required to wear a face covering over the nose and mouth. Thank you for your continued support of Vera Bradley. Sincerely, Robert Wallstrom President and Chief Executive Officer May 7, 2021 Table of Contents NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS Date: June 3, 2021 Time: 9:30 a.m., Eastern Time Place: Vera Bradley Design Center 12420 Stonebridge Road Roanoke, IN 46783 Record Date: April 1, 2021. You are entitled to vote at the Annual Meeting only if you were a shareholder at the close of business on the record date. Items of Business: • To elect ten Directors for a one-year term to expire at the 2022 Annual Meeting of Shareholders • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2022 • To approve, on an advisory basis, the compensation of the Company’s named executive officers • To approve a proposed amendment to our Second Amended and Restated Articles of Incorporation to allow shareholders to unilaterally amend our bylaws • To transact any other business as may properly come before the meeting or at any adjournments or postponements thereof Proxy Voting: Shareholders of record may vote in person at the Annual Meeting in Roanoke, but may also appoint proxies to vote their shares in one of the following ways, by: Via Internet – cast your vote at Via Phone – cast your vote by phone Via Mail – Mark, sign and date your www.proxyvote.com 24/7 until 11:59 at 1-800-690-6903 24/7 until 11:59 proxy card and return it in the p.m., Eastern Time on June 2, 2021 p.m., Eastern Time on June 2, 2021 postage-paid envelope provided Shareholders whose shares are held by a bank, broker or other nominee (in “street name”) may instruct such record holders how to vote their shares. Any proxy may be revoked at any time prior to its exercise at the meeting by following the procedures described in the proxy solicitation materials. If you hold your shares in “street name” and wish to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from your bank, broker or other holder of record, giving you the right to vote the shares. By Order of the Board of Directors, Mark C. Dely Corporate Secretary May 7, 2021 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 3, 2021: This 2021 Proxy Statement and Notice of Annual Meeting of Shareholders and our Fiscal 2021 Annual Report are available in the “Investor Relations” section of our website at www.verabradley.com. Table of Contents TABLE OF CONTENTS PROXY SUMMARY i PROPOSAL NO. 3 ADVISORY VOTE ON Fiscal 2021 Business Highlights i EXECUTIVE COMPENSATION 15 Strategic Progress i Proposal 15 Financial Results iii VOTE REQUIRED AND BOARD Corporate Responsibility and our Environmental, Social and Governance Efforts iii RECOMMENDATION 15 Executive Compensation iv PROPOSAL NO. 4 AMENDMENT TO Corporate Governance Highlights iv ARTICLES OF INCORPORATION 16 Shareholder Engagement v Proposal 16 Questions and Answers vi Note About Forward-Looking Statements vi VOTE REQUIRED AND BOARD RECOMMENDATION 16 PROPOSAL NO. 1 ELECTION OF DIRECTORS 1 EXECUTIVE COMPENSATION 17 VOTE REQUIRED AND BOARD COMPENSATION COMMITTEE REPORT 17 RECOMMENDATION 1 EXECUTIVE COMPENSATION THE BOARD OF DIRECTORS 2 DISCUSSION AND ANALYSIS (“CD&A”) 17 Director Qualifications and Selection Process 2 Our Compensation Philosophy and Objectives 18 Director Nominees for Election at the 2021 Annual Compensation Mix and Pay for Performance 19 Meeting 2 How We Make Executive Compensation Decisions 20 Elements of Our Executive Compensation Program in CORPORATE GOVERNANCE 6 Fiscal 2021 21 Corporate Governance Guidelines 6 Agreement with Named Executive Officer 27 Conflict of Interest and Business Ethics Policy 6 Compensation and Risk 28 Code of Ethics for Senior Financial Officers 6 Effect of Accounting and Tax Treatment on Compensation Risk Oversight 6 Decisions 28 Stock Ownership Guidelines 7 Hedging, Derivatives and Pledging 7 COMPENSATION TABLES 29 Compensation Committee Interlocks and Insider Summary Compensation Table 29 Participation 7 Fiscal 2021 Grants of Plan-Based Awards 30 Policy on Related Party Transactions 7 Outstanding Equity Awards at 2021 Fiscal Year-End 31 Related Party Transactions for Fiscal 2021 8 Option Exercises and Shares Vested 32 Family Relationships 8 Pension Benefits 32 Copies of Governance Documents 8 Nonqualified Deferred Compensation 32 Potential Payments Upon Termination or Change in Control 33 THE BOARD AND ITS COMMITTEES 9 Severance Agreements and Arrangements 34 Board Responsibilities 9 Pay Ratio Disclosure 37 Board Independence 9 Board Leadership Structure and Lead Independent QUESTIONS AND ANSWERS ABOUT THE Director 10 PROXY MATERIALS AND THE 2021 ANNUAL Standing Committees and Meetings of the Board 10 Annual Board and Committee Evaluations 11 MEETING OF SHAREHOLDERS 38 Committee Charters 11 SHARE OWNERSHIP OF CERTAIN Communications with Directors 11 BENEFICIAL OWNERS AND DIRECTOR COMPENSATION 12 Cash Compensation for Non-Employee Directors 12 MANAGEMENT 41 Restricted Stock Units for Non-Employee Directors 12 OTHER BUSINESS & ADDITIONAL Fiscal 2021 Director Compensation 12 INFORMATION 43 PROPOSAL NO. 2 RATIFICATION OF Delinquent Section 16(a) Reports 43 INDEPENDENT AUDITOR 13 Requirements, Including Deadlines, for Submission Proposal 13 of Proxy Proposals, Nomination of Directors and Principal Accounting Fees and Services 13 Other Business of Shareholders 43 VOTE REQUIRED AND BOARD APPENDIX A — AMENDED AND RESTATED RECOMMENDATION 13 ARTICLES OF INCORPORATION OF VERA AUDIT COMMITTEE REPORT 14 BRADLEY, INC. A-1 Table of Contents PROXY SUMMARY PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire Proxy Statement before voting. FISCAL 2021 BUSINESS HIGHLIGHTS Strategic Progress In fiscal 2021, Vera Bradley, Inc. (the “Company” or “Vera v We successfully launched our new verabradley.com site which Bradley”) concluded the final year of Vision 20/20 – our allowed us to improve our customer’s online buying experience aggressive three-year plan to restore the Vera Bradley brand and and offer enhanced content to guide purchasing. We added a business to a healthy foundation, and we completed the first full number of key site capabilities to support customers who year of consolidated operations of Pura Vida.
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