7 unchanged sentences
Based on the results of that evaluation, management has concluded that such internal control over financial reporting was effective as of January 29, 2022.
−Removed: 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.
−Removed: of this Annual Report on Form 10-K.
+Added: The effectiveness of the Company’s internal control over financial reporting as of January 29, 2022, 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
1 unchanged sentence
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: The information set forth in the Proxy Statement for the 2021 Annual Meeting of Shareholders under the headings “Board of Directors Information,” “Family Relationships,” “Delinquent Section 16(a) Reports,” “Corporate Governance Guidelines, Committee Charters and Code of Ethics,” and “Committees – Audit Committee” is incorporated herein by reference.
+Added: The information set forth in the Proxy Statement for the 2022 Annual Meeting of Shareholders under the headings “The Board of Directors,” “Family Relationships,” “Delinquent Section 16(a) Reports,” “Conflict of Interest and Business Ethics Policy,” “Code of Ethics for Senior Financial Officers,” and “Standing Committees and Meetings of the Board” is incorporated herein by reference.
The Proxy Statement will be filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
2 unchanged sentences
Executive Compensation
−Removed: The information set forth in the Proxy Statement for the 2021 Annual Meeting of Shareholders under the headings “Executive Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” is incorporated herein by reference.
+Added: The information set forth in the Proxy Statement for the 2022 Annual Meeting of Shareholders under the headings “Executive Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Tables,” and “Compensation Committee Report” is incorporated herein by reference.
The Proxy Statement will be filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information set forth in the Proxy Statement for the 2021 Annual Meeting of Shareholders under the heading “Share Ownership by Certain Beneficial Owners and Management” is incorporated herein by reference.
+Added: The information set forth in the Proxy Statement for the 2022 Annual Meeting of Shareholders under the heading “Share Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
The Proxy Statement will be filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
19 unchanged sentences
(1) Assumes that target performance requirements will be achieved for performance shares with incomplete performance periods.
−Removed: These securities represent awards to be issued under the 2010 Equity and Incentive Plan.
+Added: These securities represent awards to be issued under the 2010 and 2020 Equity and Incentive Plans.
(2) Represents securities available for issuance under the 2020 Equity and Incentive Plan.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information set forth in the Proxy Statement for the 2021 Annual Meeting of Shareholders under the headings “Certain Relationships and Related Party Transactions” and “Board Independence” is incorporated herein by reference.
+Added: The information set forth in the Proxy Statement for the 2022 Annual Meeting of Shareholders under the headings “Policy on Party Transactions,” “Related Party Transactions for Fiscal 2022,” and “Board Independence” is incorporated herein by reference.
The Proxy Statement will be filed with the Commission within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
7 unchanged sentences
Reports of Independent Registered Public Accounting Firm
−Removed: Consolidated Balance Sheets as of January 30, 2021, and February 1, 2020
−Removed: Consolidated Statements of Operations for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019
−Removed: Consolidated Statements of Comprehensive Income for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019
−Removed: Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019
−Removed: Consolidated Statements of Cash Flows for the fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019
+Added: Consolidated Balance Sheets as of January 29, 2022, and January 30, 2021
+Added: Consolidated Statements of Operations for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020
+Added: Consolidated Statements of Comprehensive Income for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020,
+Added: Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020
+Added: Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020
Notes to Consolidated Financial Statements
5 unchanged sentences
EXHIBIT INDEX
−Removed: Second Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, Registration No.
+Added: Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed June 8, 2021)
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed March 6, 2019)
4 unchanged sentences
Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1, Registration No.
−Removed: Form of Outside Director Restricted Stock Unit Terms and Conditions (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 3, 2014)
+Added: Form of Outside Director Restricted Stock Unit Terms and Conditions (Incorporated by reference to Exhibit 10.
+Added: 4 to the Quarterly Report on Form 10-Q for the quarter ended May 1 , 20 21 )
Vera Bradley, Inc.
25 unchanged sentences
2020 Equity and Incentive Plan (Incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed April 30, 2020)
+Added: Form of Performance-Based Award Agreement under the 2 020 Equity and Incentive Plan (Incorporated by reference to Exhibit 10.
+Added: 2 to the Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 )
+Added: Form of Restricted Stock Unit/Performance Unit Terms and Conditions (under the 2020 Equity and Incentive Plan) (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended May 1, 2021)
Subsidiaries of Vera Bradley, Inc.
33 unchanged sentences
Kyees Director
−Removed: Michael Miller Director
−Removed: Michael Miller
/s/ Frances P.
3 unchanged sentences
/s/ Carrie Tharp Director
+Added: Twine 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.