On September 19, 2024, the Board of Directors (the “Board”) of Vera Bradley, Inc. (the “Company”) approved and adopted the amended and restated bylaws of the Company (the “Amended Bylaws”), which became effective immediately. The Amended Bylaws reflect, among other things, the following principal changes:
(i)Clarifying the process and requirements necessary for a shareholder to bring business properly before an annual meeting by a shareholder (Section 1.3);
(ii)Allow for the Board of Directors to cancel, postpone or reschedule a meeting of shareholders (Section 1.4);
(iii)Clarified that the chairman may adjourn a shareholder meeting as permitted by law (Section 1.5);
(iv)Clarifying that any adjournment of a shareholder's meeting does not require the Board of Directors to fix a new record date, unless such adjournment is more than 120 days after the original meeting date (Section 1.7);
(v)Clarifying that white proxy cards shall be reserved for the exclusive use by the Corporation (Section 1.8);
(vi)Clarifying the type and kind of rules and regulations that may be prescribed by the Chairman of the Board or meeting chair (Section 1.12);
(vii) Clarifying the process and requirements necessary for a shareholder to make nominations for election of Directors (Section 2.12); and
(viii) Requiring the sole and exclusive forum for adjudication of certain disputes against the Corporation or any director, - officer, employee or agent to be located in the State of Indiana (Section 7.1).
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