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Home › Companies › VERA BRADLEY INC. › 2024-2025

VERA BRADLEY INC. 2024-2025 Proxy Voting Records

At VERA BRADLEY INC.'s shareholder meeting held June 5, 2025, in the 2024-2025 proxy season, 92 asset managers reported how they voted on 9 ballot items in their SEC Form N-PX filings, covering 1,053 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the compensation of the Company's named executive officers. — FOR was 75% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: VERA BRADLEY INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 10, 2025.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and VERA BRADLEY INC.’s Form 8-K, filed June 10, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 9Ballot items
  • 92Asset managers
  • 1,053Fund votes
  • June 5, 2025Meeting date

Results at a glance

Meeting of June 5, 2025: 9 items on VERA BRADLEY INC.’s Form 8-K, filed June 10, 2025: 9 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VERA BRADLEY INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by VERA BRADLEY INC.

These tallies are VERA BRADLEY INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 10, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VERA BRADLEY INC. — official shareholder meeting results, meeting held June 5, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Jacqueline Ardrey 15,342,613---- 2,695,8414,360,719 85%Not verified—
Elect Director: Ian Bickley 15,805,640---- 2,232,8144,360,719 88%Not verified—
Elect Director: Kristina Cashman 14,288,945---- 3,749,5094,360,719 79%Not verified—
Elect Director: Robert J. Hall 9,926,169---- 8,112,2854,360,719 55%Not verified—
Elect Director: Andrew Meslow 16,186,263---- 1,852,1914,360,719 90%Not verified—
Elect Director: Jessica Rodriguez 15,264,779---- 2,773,6754,360,719 85%Not verified—
Elect Director: Carrie M. Tharp 15,548,965---- 2,489,4894,360,719 86%Not verified—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 21,967,642426,7154,816 ---- 98%Not verified—
3. Advisory Approval of the Company's Named Executive Officer Compensation 13,447,5054,561,88029,069 --4,360,719 75%Not verified—

Source: VERA BRADLEY INC., Form 8-K, filed with the SEC on June 10, 2025 — read the filing on EDGAR.

How asset managers voted at the VERA BRADLEY INC. 2024-2025 meeting

Each item below shows how the 92 asset managers that disclosed a VERA BRADLEY INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Andrew Meslow

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%
FOR: 16,186,263WITHHELD: 1,852,191
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Andrew Meslow

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Andrew Meslow”): 16,186,263 for, 1,852,191 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 4,569,556 for.

FOR
FOR: 4,569,556
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Andrew Mesl” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional309,9150 00For
EA Series Trust162,8290 00For
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial23,7270 00For
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National10,8300 00For
Prudential/PGIM6,4500 00For
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

2. Elect Director: Carrie M. Tharp

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%
FOR: 15,548,965WITHHELD: 2,489,489
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Carrie M. Tharp

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Carrie M. Tharp”): 15,548,965 for, 2,489,489 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 4,071,069 for, 321,992 withheld, 176,495 abstained.

FOR
FOR: 4,071,069ABSTAIN: 176,495WITHHOLD: 321,992
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Carrie M. T” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional00 0309,915Withhold
EA Series Trust00 162,8290Abstain
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial18,1000 05,627Mixed
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National00 10,8300Abstain
Prudential/PGIM00 06,450Withhold
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

3. Elect Director: Ian Bickley

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%
FOR: 15,805,640WITHHELD: 2,232,814
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Ian Bickley

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Ian Bickley”): 15,805,640 for, 2,232,814 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 4,403,712 for, 3,015 withheld, 162,829 abstained.

FOR
FOR: 4,403,712ABSTAIN: 162,829WITHHOLD: 3,015
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Ian Bickley” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional309,9150 00For
EA Series Trust00 162,8290Abstain
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial23,7270 00For
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National10,8300 00For
Prudential/PGIM6,4500 00For
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

4. Elect Director: Jacqueline Ardrey

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%WITHHELD
FOR: 15,342,613WITHHELD: 2,695,841
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Jacqueline Ardrey

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Jacqueline Ardrey”): 15,342,613 for, 2,695,841 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 4,221,085 for, 334,805 withheld, 13,666 abstained.

FOR
FOR: 4,221,085ABSTAIN: 13,666WITHHOLD: 334,805
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Jacqueline ” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional00 0309,915Withhold
EA Series Trust162,8290 00For
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial18,1000 05,627Mixed
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X14,4260 00For
WisdomTree00 012,813Withhold
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National00 10,8300Abstain
Prudential/PGIM00 06,450Withhold
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

5. Elect Director: Jessica Rodriguez

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%WITHHELD
FOR: 15,264,779WITHHELD: 2,773,675
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Jessica Rodriguez

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Jessica Rodriguez”): 15,264,779 for, 2,773,675 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 4,072,076 for, 483,814 withheld, 13,666 abstained.

FOR
FOR: 4,072,076ABSTAIN: 13,666WITHHOLD: 483,814
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Jessica Rod” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional00 0309,915Withhold
EA Series Trust162,8290 00For
BRIDGEWAY FUNDS INC99,6000 00For
Equitable42,6900 020,890Mixed
Fidelity61,5700 00For
Charles Schwab00 055,463Withhold
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA00 035,421Withhold
Lincoln Financial00 023,727Withhold
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X00 014,426Withhold
WisdomTree00 012,813Withhold
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National00 10,8300Abstain
Prudential/PGIM00 06,450Withhold
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

6. Elect Director: Kristina Cashman

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%WITHHELD
FOR: 14,288,945WITHHELD: 3,749,509
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Kristina Cashman

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Kristina Cashman”): 14,288,945 for, 3,749,509 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 79% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 4,071,069 for, 321,992 withheld, 176,495 abstained.

FOR
FOR: 4,071,069ABSTAIN: 176,495WITHHOLD: 321,992
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Kristina Ca” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional00 0309,915Withhold
EA Series Trust00 162,8290Abstain
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial18,1000 05,627Mixed
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National00 10,8300Abstain
Prudential/PGIM00 06,450Withhold
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

7. Elect Director: Robert J. Hall

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%WITHHELD
FOR: 9,926,169WITHHELD: 8,112,285
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Robert J. Hall

VERA BRADLEY INC.’s own tally for this item (“Elect Director: Robert J. Hall”): 9,926,169 for, 8,112,285 withheld, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 55% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 3,506,259 for, 378,714 withheld, 684,583 abstained.

FORABSTAIN
FOR: 3,506,259ABSTAIN: 684,583WITHHOLD: 378,714
Largest asset managers voting on “To elect seven Directors for a one-year term to expire at the 2026 Annual Meeting of Shareholders: Robert J. H” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock00 621,8790Abstain
American Century476,7310 00For
Dimensional00 0309,915Withhold
EA Series Trust162,8290 00For
BRIDGEWAY FUNDS INC99,6000 00For
Equitable20,8900 042,690Mixed
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC00 37,5630Abstain
TIAA35,4210 00For
Lincoln Financial18,1000 05,627Mixed
Northern Trust16,8470 00For
Pacific Life5,6090 09,295Mixed
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust00 11,4750Abstain
Jackson National00 10,8300Abstain
Prudential/PGIM00 06,450Withhold
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

8. Advisory Approval of the Company's Named Executive Officer Compensation

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

75% Majority: yes · of votes cast

FOR 75%AGAINST
FOR: 13,447,505AGAINST: 4,561,880
Details: description as filed, official tally, votes by 92 asset managers

Description as filed by funds: To approve, on an advisory basis, the compensation of the Company's named executive officers.

VERA BRADLEY INC.’s own tally for this item (“3. Advisory Approval of the Company's Named Executive Officer Compensation”): 13,447,505 for, 4,561,880 against, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 75% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 40 asset managers voting on “To approve, on an advisory basis, the compensation of the Company's named executive officers.” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century0476,731 00Against
Dimensional0309,915 00Against
EA Series Trust0162,829 00Against
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial18,1005,627 00Mixed
Northern Trust16,8470 00For
Pacific Life9,2955,609 00Mixed
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National010,830 00Against
Prudential/PGIM06,450 00Against
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Fund voting reports, all 40 managers: 3,589,478 for, 983,044 against. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 68 asset managers voting on “To approve, on an advisory basis, the compensation of the Company's named executive officers.” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Royce538,7330 00For
BlackRock486,7080 00For
American Century0484,743 00Against
State Street234,8080 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP153,7500 00For
Renaissance120,5080 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC107,6000 00For
GEODE CAPITAL MANAGEMENT, LLC107,1930 00For
Northern Trust101,6590 00For
Dimensional089,188 00Against
MELLON INVESTMENTS Corp79,1140 00For
STATE OF WISCONSIN INVESTMENT BOARD63,7000 00For
Charles Schwab55,4630 00For
T. Rowe Price48,7580 00For
Nuveen48,6920 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC37,8260 00For
DAVIS R M INC30,0000 00For
Vanguard28,4160 00For
DE Shaw23,8110 00For
AllianceBernstein20,8900 00For
State of Wyoming14,9410 00For
Goldman Sachs14,0470 00For
Invesco12,8750 00For
JPMorgan11,4010 00For
Corient Private Wealth LLC11,1360 00For

Institutional-manager reports, all 68 managers: 2,420,510 for, 580,268 against, 9,800 abstained. Showing the 25 largest; every one is in the interactive database (link above).

9. Ratification of Appointment of Independent Registered Public Accounting Firm

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

98% Majority: yes · of votes cast

FOR 98%
FOR: 21,967,642AGAINST: 426,715
Details: description as filed, official tally, votes by 40 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2026.

VERA BRADLEY INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 21,967,642 for, 426,715 against, per its Form 8-K filed June 10, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 40 asset managers below reported 4,409,613 for, 162,909 against.

FOR
FOR: 4,409,613AGAINST: 162,909
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FI” at VERA BRADLEY INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard1,269,2880 00For
Royce1,171,6420 00For
BlackRock621,8790 00For
American Century476,7310 00For
Dimensional309,9150 00For
EA Series Trust0162,829 00Against
BRIDGEWAY FUNDS INC99,6000 00For
Equitable63,5800 00For
Fidelity61,5700 00For
Charles Schwab55,4630 00For
Goldman Sachs45,4260 00For
QUANTITATIVE MASTER SERIES LLC37,5630 00For
TIAA35,4210 00For
Lincoln Financial23,7270 00For
Northern Trust16,8470 00For
Pacific Life14,9040 00For
Global X14,4260 00For
WisdomTree12,8130 00For
AIG/SunAmerica11,8110 00For
Bridge Builder Trust11,4750 00For
Jackson National10,8300 00For
Prudential/PGIM6,4500 00For
GPS Funds I6,0630 00For
ProShares5,1330 00For
DWS4,0200 00For

Showing the 25 largest of 40 asset managers. All 40 are in the interactive database (link above).

Largest VERA BRADLEY INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 27,933,384 shares outstanding at the time of that meeting.

Fund voting reports: top VERA BRADLEY INC. shareholders by shares voted on “To approve, on an advisory basis, the compensation of the Company's named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 4.54%
2Royce 4.19%
3BlackRock 2.23%
4American Century 1.71%
5Dimensional 1.11%
6EA Series Trust 0.58%
7BRIDGEWAY FUNDS INC 0.36%
8Equitable 0.23%
9Fidelity 0.22%
10Charles Schwab 0.20%
Institutional-manager reports: top VERA BRADLEY INC. shareholders by shares voted on “To approve, on an advisory basis, the compensation of the Company's named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1Royce 1.93%
2BlackRock 1.74%
3American Century 1.74%
4State Street 0.84%
5ARROWSTREET CAPITAL, LIMITED PARTNERSHIP 0.55%
6Renaissance 0.43%
7BRIDGEWAY CAPITAL MANAGEMENT, LLC 0.39%
8GEODE CAPITAL MANAGEMENT, LLC 0.38%
9Northern Trust 0.36%
10Dimensional 0.32%

Reported VERA BRADLEY INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

VERA BRADLEY INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Barbara B. Baekgaard 2009 Grantor Retained Annuity Trust — 13D
P. Michael Miller — DEF14A
Patricia R. Miller — 13G
Robert J. Hall — DEF14A
Fund 1 Investments, LLC — DEF14A
Anne-Marie Ray — DEF14A
Michael C. Ray — DEF14A
James B. Byrne — DEF14A
Thomas F. Byrne II — DEF14A
Joan B. Hall — DEF14A

Percentages above are of 27,933,384 shares outstanding, as reported by VERA BRADLEY INC. on its Form 10-Q dated June 4, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

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About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VERA BRADLEY INC.’s 10-Q dated June 4, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

VERA BRADLEY INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

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proxyvotesnow.com, “VERA BRADLEY (VRA) 2025 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/vera-bradley-inc/2025 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.