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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-29 · 36 added, 17 removed, 133 unchanged (28% of the section changed)

Controls and Procedures

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 January 29, 2022.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated

the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that

evaluation, our Chief Executive Officer and our Chief Financial Officer each has concluded that the Company’s disclosure

controls and procedures are effective as of January 28, 2023.

Management’s Report on Internal Control over Financial Reporting

43 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

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 information set forth in the Proxy Statement for the 2023 Annual Meeting of Shareholders under the headings “Policy on Related Party Transactions,” “Related Party Transactions for Fiscal 2023,” 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.

8 unchanged sentences

Consolidated Balance Sheets as of January 2 8 , 202 3 , and January 29, 2022

Consolidated Statements of Operations for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020

Consolidated Statements of Comprehensive Income for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020,

Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020

Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020

Consolidated Statements of Operations for the fiscal years ended January 2 8 , 202 3 , January 29, 2022 , and January 30, 2021

Consolidated Statements of Comprehensive Income for the fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021

Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021

Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2023, January 29, 2022, and January 30, 2021

Notes to Consolidated Financial Statements

3 unchanged sentences

The documents set forth below are filed herewith or incorporated by reference to the location indicated.

Form 10-K Summary

EXHIBIT INDEX

Interest Purchase Agreement dated January 23, 2023, among Vera Bradley Holdings, LLC;

Creative Genius Holdings, Inc.;

Creative Genius, Inc.;

Griffin Thall;

and Paul Goodman (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 24, 2023)

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)

5 unchanged sentences

Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1, Registration No.

Form of Outside Director Restricted Stock Unit Terms and Conditions (Incorporated by reference to Exhibit 10.

4 to the Quarterly Report on Form 10-Q for the quarter ended May 1 , 20 21 )

Form of Outside Director Restricted Stock Unit Terms and Conditions (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended May 1, 2021)

Vera Bradley, Inc.

3 unchanged sentences

(Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended August 4, 2018)

Fiscal 202 2 Annual Incentive Compensation Plan (Executives) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 1 , 202 1 )

Fiscal 2023 Executive Officer Annual Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on June 9, 2022)

Employment Agreement for Robert Wallstrom dated November 11, 2013 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 5, 2013)

19 unchanged sentences

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

Form of Performance-Based Award Agreement under the 2 020 Equity and Incentive Plan (Incorporated by reference to Exhibit 10.

2 to the Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 )

Form of Performance-Based Award Agreement under the 2020 Equity and Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 1, 2021)

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)

Employment Agreement between Vera Bradley, Inc.

and Jacqueline Ardrey dated September 20, 2022 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 20, 2022)

Retention Letter Agreement dated December 6, 2022 with John Enwright (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on December 7, 2022)

Retention Letter Agreement dated December 6, 2022 with Mary Beth Trypus (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on December 7, 2022)

Retention Letter Agreement dated December 6, 2022 with Beatrice Mac Cabe (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on December 7, 2022)

Form of Restricted Stock Unit/Performance Unit Terms and Conditions Under the 2020 Equity and Incentive Plan (Revised) (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on June 9, 2022)

Third Amended and Restated Employment Agreement for Robert Wallstrom dated June 9, 2022 (Incorporated by reference to Exhibit 10.

3 to the Quarterly Report on Form 10-Q filed on June 9, 2022)

Subsidiaries of Vera Bradley, Inc.

10 unchanged sentences

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

+ Certain information has been excluded from this exhibit because it is not material and would likely cause

competitive harm to the registrant if publicly disclosed.

* Filed herewith

† Denotes management contract or compensation plan, contract or arrangement.

Form 10-K Summary

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 28, 2023.

4 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Enwright and Robert Wallstrom, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Enwright and Jacqueline Ardrey, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 28, 2023.

Signature Title

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

Robert Wallstrom

/s/ Jacqueline Ardrey Director and Chief Executive Officer (principal executive officer)

Jacqueline Ardrey

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

8 unchanged sentences

Mary Lou Kelley

Kyees Director

/s/ Frances P.

5 unchanged sentences

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