Vera Bradley Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder endorsement to signal alignment between pay and performance and to validate the Talent and Compensation Committee’s approach to executive pay design, which emphasizes a significant portion of at-risk compensation tied to financial and strategic objectives. The company emphasizes pay-for-performance through annual cash incentives and long-term equity awards (time-based and performance-based RSUs) with multi-year vesting schedules and recoupment policies, while disallowing option repricing and discounted awards. The Board argues the program is competitive versus peers, supports retention after recent leadership changes, and balances short- and long-term incentives to discourage imprudent risk-taking. Because the vote is advisory, it will not bind the board but will be considered in future compensation decisions; management states proxies will be voted FOR absent shareholder direction. From a governance perspective, shareholders should weigh the program’s design features (recoupment, double-trigger change-in-control protections, and stock ownership guidelines) and recent large equity grants related to executive hires that increased the Company’s burn rate in FY26. While management reports prior shareholder support (~80% in 2025) and continued alignment with shareholders, investors may consider the impact of recent one-time sign-on grants and overall dilution metrics when deciding whether to support the proposal. A FOR vote supports management’s compensation philosophy and continuity of the current program; a vote AGAINST would signal shareholder concern and could prompt changes in plan design or disclosure.

This management proposal requests shareholder approval to increase the 2020 Equity and Incentive Plan reserve by 3,000,000 shares to ensure the Company can continue granting equity awards used for retention and recruitment. Management frames the need as tied to significant leadership turnover and a series of sign-on and retention grants made in fiscal 2026 and early fiscal 2027, which materially increased share usage versus historical norms. The Board presents the requested increase as a reasonable amount of potential dilution and provides metrics: as of April 24, 2026 approximately 5.32 million shares had been utilized, 680,069 shares remained available, the Plan’s potential dilution would be ~20% if all available shares are granted, and historical annual dilution has typically been under 3% (outside extraordinary periods). The Company discloses elevated burn rates in FY26 (12.6%) driven by initial hire grants and estimates the additional shares would be sufficient for approximately three to five years of awards based on past practice. From a governance perspective, shareholders should weigh the trade-off between necessary equity to retain incoming executives and the potential for dilution from a large share reserve; the plan prohibits repricing and discounted awards, includes minimum vesting, recoupment, and independent committee administration which mitigate some shareholder concerns. Investors may seek clarity on future grant pacing, the expected longevity of the new reserve, and whether recent high grant activity is a one-time response to leadership changes or reflects a durable increase in grant practices. The Board recommends FOR approval, arguing that failure to approve could limit the Company’s ability to attract and retain talent critical to executing Project Sunshine and other strategic initiatives.