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At Vera Bradley, Inc.'s shareholder meeting held June 4, 2026, in the 2025-2026 proxy season, 62 asset managers reported how they voted in their SEC Form N-PX filings, covering 497 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. 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 78% 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 9, 2026.
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 9, 2026 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of June 4, 2026: 8 items on Vera Bradley, Inc.’s Form 8-K, filed June 9, 2026: 8 without a stated outcome.
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
Explore Vera Bradley, Inc. in the interactive database Compare manager voting policies
These tallies are Vera Bradley, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 9, 2026 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Ian Bickley | 17,304,509 | -- | -- | 16,085 | 5,235,449 | 99.9% | Not verified | — |
| Elect Director: Ivan Brockman | 17,301,956 | -- | -- | 18,638 | 5,235,449 | 99.8% | Not verified | — |
| Elect Director: Kristina Cashman | 16,413,577 | -- | -- | 907,017 | 5,235,449 | 95% | Not verified | — |
| Elect Director: Robert J. Hall | 12,405,467 | -- | -- | 4,915,127 | 5,235,449 | 72% | Not verified | — |
| Elect Director: Andrew Meslow | 17,301,363 | -- | -- | 19,231 | 5,235,449 | 99.8% | Not verified | — |
| Elect Director: Jessica Rodriguez | 17,189,289 | -- | -- | 131,305 | 5,235,449 | 99.2% | Not verified | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 21,251,971 | 1,296,078 | 7,994 | -- | -- | 94% | Not verified | — |
| 3. Advisory Approval of the Company's Named Executive Officer Compensation | 13,401,721 | 3,889,590 | 29,283 | -- | 5,235,449 | 78% | Not verified | — |
Source: Vera Bradley, Inc., Form 8-K, filed with the SEC on June 9, 2026 — read the filing on EDGAR.
Each item below shows how the 62 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Vera Bradley, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 4 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
Description as filed by funds: To elect six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders: Andrew Meslow
Vera Bradley, Inc.’s own tally for this item (“Elect Director: Andrew Meslow”): 17,301,363 for, 19,231 withheld, per its Form 8-K filed June 9, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,989,817 for, 140 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 995,806 | 0 | 0 | 0 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 56,329 | 0 | 98 | 0 | For |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 24,040 | 0 | 42 | 0 | For |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 91 | 0 | 0 | 0 | For |
Combines 4 wordings of this item as funds reported it.
99.9% Majority: yes · of votes cast
Description as filed by funds: To elect six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders: Ian Bickley
Vera Bradley, Inc.’s own tally for this item (“Elect Director: Ian Bickley”): 17,304,509 for, 16,085 withheld, per its Form 8-K filed June 9, 2026 (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: 99.9% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,989,832 for, 126 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 995,806 | 0 | 0 | 0 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 56,339 | 0 | 88 | 0 | For |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 24,044 | 0 | 38 | 0 | For |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 91 | 0 | 0 | 0 | For |
Combines 4 wordings of this item as funds reported it.
99.8% Majority: yes · of votes cast
Description as filed by funds: To elect six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders: Ivan Brockman
Vera Bradley, Inc.’s own tally for this item (“Elect Director: Ivan Brockman”): 17,301,956 for, 18,638 withheld, per its Form 8-K filed June 9, 2026 (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: 99.8% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,989,812 for, 146 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 995,806 | 0 | 0 | 0 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 56,325 | 0 | 102 | 0 | For |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 24,038 | 0 | 44 | 0 | For |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 91 | 0 | 0 | 0 | For |
Combines 4 wordings of this item as funds reported it.
99.2% Majority: yes · of votes cast
Description as filed by funds: To elect six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders: Jessica Rodriguez
Vera Bradley, Inc.’s own tally for this item (“Elect Director: Jessica Rodriguez”): 17,189,289 for, 131,305 withheld, per its Form 8-K filed June 9, 2026 (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: 99.2% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,988,902 for, 1,056 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 995,806 | 0 | 0 | 0 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 55,687 | 0 | 740 | 0 | For |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 23,766 | 0 | 316 | 0 | For |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 91 | 0 | 0 | 0 | For |
Combines 4 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: To elect six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders: Kristina Cashman
Vera Bradley, Inc.’s own tally for this item (“Elect Director: Kristina Cashman”): 16,413,577 for, 907,017 withheld, per its Form 8-K filed June 9, 2026 (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: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,980,885 for, 1,748 withheld, 7,324 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 994,145 | 0 | 3 | 1,657 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 51,296 | 0 | 5,131 | 0 | Mixed |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 21,892 | 0 | 2,190 | 0 | Mixed |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 0 | 0 | 0 | 91 | Withhold |
Combines 4 wordings of this item as funds reported it.
72% Majority: yes · of votes cast
Description as filed by funds: To elect six Directors for a one-year term to expire at the 2027 Annual Meeting of Shareholders: Robert J. Hall
Vera Bradley, Inc.’s own tally for this item (“Elect Director: Robert J. Hall”): 12,405,467 for, 4,915,127 withheld, per its Form 8-K filed June 9, 2026 (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: 72% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,972,488 for, 1,748 withheld, 15,721 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 994,142 | 0 | 6 | 1,657 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 45,413 | 0 | 11,014 | 0 | Mixed |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 19,381 | 0 | 4,701 | 0 | Mixed |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 0 | 0 | 0 | 91 | Withhold |
Combines 2 wordings of this item as funds reported it.
50.8% of fund votes cast · no official result
Description as filed by funds: TO APPROVE AN AMENDMENT TO THE COMPANY'S 2020 EQUITY AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE BY 3,000,000 SHARES.
The 22 asset managers below reported 1,187,269 for, 1,150,351 against, 652,337 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 994,131 | 1,672 | 2 | 0 | For |
| Royce | 0 | 0 | 646,992 | 0 | Abstain |
| American Century | 0 | 498,361 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 0 | 221,888 | 0 | 0 | Against |
| Fidelity | 0 | 207,891 | 0 | 0 | Against |
| Dimensional | 0 | 147,414 | 0 | 0 | Against |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 26,556 | 26,126 | 3,745 | 0 | Mixed |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 11,333 | 11,150 | 1,598 | 0 | Mixed |
| Jackson National | 0 | 10,830 | 0 | 0 | Against |
| Prudential/PGIM | 0 | 6,450 | 0 | 0 | Against |
| Lincoln Financial | 0 | 5,627 | 0 | 0 | Against |
| Pacific Life | 0 | 5,609 | 0 | 0 | Against |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 2,958 | 0 | 0 | Against |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 2,217 | 0 | 0 | Against |
| Allianz | 0 | 802 | 0 | 0 | Against |
| John Hancock | 0 | 609 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 0 | 500 | 0 | 0 | Against |
| Guggenheim | 0 | 155 | 0 | 0 | Against |
| Advisors' Inner Circle Fund III | 0 | 91 | 0 | 0 | Against |
Combines 2 wordings of this item as funds reported it.
78% Majority: yes · of votes cast
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”): 13,401,721 for, 3,889,590 against, per its Form 8-K filed June 9, 2026 (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: 78% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 994,990 | 816 | 0 | 0 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 0 | 498,361 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 0 | 147,414 | 0 | 0 | Against |
| EA Series Trust | 0 | 106,241 | 0 | 0 | Against |
| Saba Capital Income & Opportunities Fund | 37,133 | 19,129 | 165 | 0 | Mixed |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 15,848 | 8,164 | 70 | 0 | Mixed |
| Jackson National | 0 | 10,830 | 0 | 0 | Against |
| Prudential/PGIM | 0 | 6,450 | 0 | 0 | Against |
| Lincoln Financial | 0 | 5,627 | 0 | 0 | Against |
| Pacific Life | 0 | 5,609 | 0 | 0 | Against |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 2,217 | 0 | 0 | Against |
| Allianz | 0 | 802 | 0 | 0 | Against |
| John Hancock | 0 | 609 | 0 | 0 | Against |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 91 | 0 | 0 | 0 | For |
Fund voting reports, all 22 managers: 2,177,453 for, 812,269 against, 235 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| MARSHALL WACE, LLP | 0 | 636,237 | 0 | 0 | Against |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 618,232 | 0 | 0 | 0 | For |
| American Century | 0 | 506,373 | 0 | 0 | Against |
| Peapod Lane Capital LLC | 296,124 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 255,465 | 0 | 0 | 0 | For |
| BlackRock | 230,683 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 229,888 | 0 | 0 | 0 | For |
| Two Sigma | 168,132 | 0 | 0 | 0 | For |
| Maryland State Retirement & Pension System | 167,814 | 0 | 0 | 0 | For |
| Vanguard | 145,513 | 0 | 0 | 0 | For |
| Renaissance | 138,196 | 0 | 0 | 0 | For |
| Dimensional | 0 | 129,586 | 0 | 0 | Against |
| ACADIAN ASSET MANAGEMENT LLC | 120,085 | 0 | 0 | 0 | For |
| T. Rowe Price | 94,422 | 0 | 0 | 0 | For |
| Fisher Asset Management, LLC | 49,378 | 0 | 0 | 0 | For |
| Northern Trust | 23,362 | 0 | 0 | 0 | For |
| Citadel | 19,439 | 0 | 0 | 0 | For |
| SAPIENT CAPITAL LLC | 15,000 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 14,338 | 0 | 0 | 0 | For |
| State Street | 11,392 | 0 | 0 | 0 | For |
| DE Shaw | 7,632 | 0 | 0 | 0 | For |
| &PARTNERS | 4,370 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 4,356 | 0 | 0 | Against |
| Nierenberg Investment Management Company, LLC | 3,555 | 0 | 0 | 0 | For |
| MML INVESTORS SERVICES, LLC | 1,957 | 0 | 0 | 0 | For |
Institutional-manager reports, all 47 managers: 2,619,449 for, 1,279,983 against. Showing the 25 largest; every one is in the interactive database (link above).
94% Majority: yes · of votes cast
Description as filed by funds: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2027.
Vera Bradley, Inc.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 21,251,971 for, 1,296,078 against, per its Form 8-K filed June 9, 2026 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 22 asset managers below reported 2,985,230 for, 4,695 against, 32 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 995,804 | 2 | 0 | 0 | For |
| Royce | 646,992 | 0 | 0 | 0 | For |
| American Century | 498,361 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 221,888 | 0 | 0 | 0 | For |
| Fidelity | 207,891 | 0 | 0 | 0 | For |
| Dimensional | 147,414 | 0 | 0 | 0 | For |
| EA Series Trust | 106,241 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund | 53,115 | 3,289 | 23 | 0 | Mixed |
| BlackRock | 45,728 | 0 | 0 | 0 | For |
| Saba Capital Income & Opportunities Fund II | 22,669 | 1,404 | 10 | 0 | Mixed |
| Jackson National | 10,830 | 0 | 0 | 0 | For |
| Prudential/PGIM | 6,450 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,627 | 0 | 0 | 0 | For |
| Pacific Life | 5,609 | 0 | 0 | 0 | For |
| Equitable | 3,280 | 0 | 0 | 0 | For |
| Northern Trust | 2,958 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 2,217 | 0 | 0 | 0 | For |
| Allianz | 802 | 0 | 0 | 0 | For |
| John Hancock | 609 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 500 | 0 | 0 | 0 | For |
| Guggenheim | 155 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund III | 91 | 0 | 0 | 0 | For |
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 28,438,252 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 3.50% |
| 2 | Royce | 2.28% |
| 3 | American Century | 1.75% |
| 4 | BRIDGEWAY FUNDS INC | 0.78% |
| 5 | Fidelity | 0.73% |
| 6 | Dimensional | 0.52% |
| 7 | EA Series Trust | 0.37% |
| 8 | Saba Capital Income & Opportunities Fund | 0.20% |
| 9 | BlackRock | 0.16% |
| 10 | Saba Capital Income & Opportunities Fund II | 0.08% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | MARSHALL WACE, LLP | 2.24% |
| 2 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.17% |
| 3 | American Century | 1.78% |
| 4 | Peapod Lane Capital LLC | 1.04% |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.90% |
| 6 | BlackRock | 0.81% |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.81% |
| 8 | Two Sigma | 0.59% |
| 9 | Maryland State Retirement & Pension System | 0.59% |
| 10 | Vanguard | 0.51% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| P. Michael Miller | 10.70% | DEF14A |
| Patricia R. Miller | 10.70% | DEF14A |
| Robert J. Hall | 10.30% | DEF14A |
| Anne-Marie Ray | 9.67% | DEF14A |
| Michael C. Ray | 9.67% | DEF14A |
| James B. Byrne | 9.65% | DEF14A |
| Thomas F. Byrne II | 9.65% | DEF14A |
| Joan B. Hall | 9.65% | DEF14A |
| ROYCE & ASSOCIATES LP | 5.93% | 13G |
| Vanguard Group | 3.99% | 13F |
Percentages above are of 28,438,252 shares outstanding, as reported by Vera Bradley, Inc. on its Form 10-Q dated June 4, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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, 2026. 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 · 2025-2026 (this page).
proxyvotesnow.com, “Vera Bradley (VRA) 2026 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/vera-bradley-inc/2026 (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.