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Item 9A. Controls and Procedures

2021-03-30 compared with 2020-03-31 · 39 added, 36 removed, 107 unchanged (41% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Based on the evaluation of the Company’s disclosure controls and procedures, as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Robert Wallstrom, the Chief Executive Officer of the Company, and John Enwright, the Chief Financial Officer of the Company, has concluded that the Company’s disclosure controls and procedures are effective as of February 1, 2020 .

Management’s Report on Internal Control over Financial Reporting

2 unchanged sentences

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 framework) in Internal Control-Integrated Framework.

Based on the results of that evaluation, management has concluded that such internal control over financial reporting was effective as of February 1, 2020 .

On July 16, 2019, the Company completed its acquisition of a majority interest in Pura Vida.

Pura Vida constitutes approximately 25% of total assets and 6% of total liabilities (excluding contingent consideration) as of February 1, 2020 , and approximately 13% of net revenues for the fiscal year ended February 1, 2020 .

The Company is in the process of evaluating the existing controls and procedures of the acquired business and integrating the acquired business into its system of internal control over financial reporting.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded from the assessment of the Company’s disclosure controls and procedures as of February 1, 2020 the disclosure controls and procedures of the acquired business that are subsumed by internal control over financial reporting and we have excluded the acquired business from the assessment of the effectiveness of internal control over financial reporting as of February 1, 2020 .

The effectiveness of the Company’s internal control over financial reporting as of February 1, 2020 , has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8.

Based on the results of that evaluation, management has concluded that such internal control over financial reporting was effective as of January 30, 2021.

The effectiveness of the Company’s internal control over financial reporting as of January 30, 2021, has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8.

of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

Other than the implementation of controls related to the accounting of the Pura Vida business combination and redeemable noncontrolling interest, and the related financial statement reporting, there were no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

11 unchanged sentences

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information regarding equity securities authorized for issuance under our equity compensation plans as of February 1, 2020 :

Plan Category

The following table sets forth information regarding equity securities authorized for issuance under our equity compensation plans as of January 30, 2021:

Plan Category Number of

Securities to Be

4 unchanged sentences

Options, Warrants

and Rights (b) ($)

Number of Securities

and Rights (b) ($) Number of Securities

Remaining Available for

4 unchanged sentences

Equity compensation plans approved by security holders

1,944,625 — 3,000,000

Equity compensation plans not approved by security holders — — —

Approved before our initial public offering.

Total 1,944,625 — 3,000,000

(1) Assumes that target performance requirements will be achieved for performance shares with incomplete performance periods.

These securities represent awards to be issued under the 2010 Equity and Incentive Plan.

(2) Represents securities available for issuance under the 2020 Equity and Incentive Plan.

Certain Relationships and Related Transactions, and Director Independence

9 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of February 1, 2020, and February 2, 2019

Consolidated Statements of Operations for the fiscal years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Statements of Shareholders’ Equity for the fiscal years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2020, February 2, 2019, and February 3, 2018

Consolidated Balance Sheets as of January 30, 2021, and February 1, 2020

Consolidated Statements of Operations for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019

Consolidated Statements of Comprehensive Income for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019

Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019

Consolidated Statements of Cash Flows for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019

Notes to Consolidated Financial Statements

8 unchanged sentences

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, Registration No.

Description of Registrant’s Securities

Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K for the fiscal year ended February 1, 2020)

Vera Bradley, Inc.

27 unchanged sentences

Second Amendment to Credit Agreement dated July 16, 2019, among Vera Bradley Designs, Inc., JP Morgan Chase Bank, N.A., and the lenders party thereto (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended August 3, 2019, as amended)

Vera Bradley, Inc.

2020 Equity and Incentive Plan (Incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed April 30, 2020)

Subsidiaries of Vera Bradley, Inc.

3 unchanged sentences

Section 1350 Certifications

The following materials from Vera Bradley, Inc.’s Annual Report on Form 10-K for the year ended February 1, 2020 formatted in Extensible Business Reporting Language (XBRL):

(i) Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended February 1, 2020, February 2, 2019, and February 3, 2018;

(ii) Consolidated Balance Sheets as of February 1, 2020, and February 2, 2019;

(iii) Consolidated Statements of Shareholders’ Equity for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018;

(iv) Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2020, February 2, 2019, and February 3, 2018;

and (v) related notes.

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

Pursuant to Rule 406T of SEC Regulation S-T, the Interactive Data Files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized, on March 30, 2021.

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on March 30, 2021.

/s/ Robert Wallstrom

Director and Chief Executive Officer (principal executive officer)

Signature Title

/s/ Robert Wallstrom Director and Chief Executive Officer (principal executive officer)

Robert Wallstrom

/s/ John Enwright

Chief Financial Officer (principal accounting officer)

/s/ John Enwright Chief Financial Officer (principal accounting officer)

John Enwright

/s/ Barbara Bradley Baekgaard

/s/ Barbara Bradley Baekgaard Director

Barbara Bradley Baekgaard

/s/ Richard Baum

/s/ Kristina Cashman Director

Kristina Cashman

/s/ Robert J.

/s/ Mary Lou Kelley

Hall Director

/s/ Mary Lou Kelley Director

Mary Lou Kelley

/s/ Matthew McEvoy

Matthew McEvoy

Michael Miller

Kyees Director

Michael Miller Director

Michael Miller

/s/ Frances P.

Philip Director

/s/ Edward M.

Schmults Director

/s/ Carrie Tharp Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures