---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-261692"
form_type: "8-K"
ticker: "VNCE"
cik: "0001579157"
company_name: "VINCE HOLDING CORP."
filed_at: "2026-06-08T20:05:15+00:00"
generated_at: "2026-06-08T20:06:56.342117+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Vince shareholders approve 1M-share increase to incentive plan at annual meeting

## Summary
- Shareholders elected Michael Mardy as Class III director with 7,459,977 votes for, 543,508 withheld.
- Ratification of PwC as auditor for FY2027 passed with 10,330,230 for, 1,150 against.
- Advisory say-on-pay approved: 7,921,980 for, 81,300 against, 205 abstentions.
- Plan amendment to add 1,000,000 shares to 2013 Omnibus Incentive Plan passed: 7,582,358 for, 420,949 against.

## SEC filing metadata
- accession: 0001193125-26-261692
- form_type: 8-K
- ticker: VNCE
- cik: 0001579157
- company_name: VINCE HOLDING CORP.
- filed_at: 2026-06-08T20:05:15+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1579157/000119312526261692/0001193125-26-261692-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1579157/000119312526261692/vnce-20260608.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-261692
- JSON: https://secwatch.observer/filing/0001193125-26-261692.json
- Plain text: https://secwatch.observer/filing/0001193125-26-261692.txt

## Key facts
- Shareholder Votes
  VINCE HOLDING CORP. shareholders approved Election of one Class III director to serve until 2029 at the 2026-06-04 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: Proposal No. 1 – To elect one Class III director to serve until the Company’s annual meeting of stockholders to be held in 2029 or until his successor is duly elected and qualified. Nominee For Withheld Broker-Non-Vote Michael Mardy 7,459,977 543,508 2,298,423
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579157/000119312526261692/0001193125-26-261692-index.htm
- Shareholder Votes
  VINCE HOLDING CORP. shareholders approved Ratification of appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for the fiscal year ending January 30, 2027 at the 2026-06-04 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: Proposal No. 2 – Ratification of appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. For Against Abstain 10,330,230 1,150 528
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579157/000119312526261692/0001193125-26-261692-index.htm
- Shareholder Votes
  VINCE HOLDING CORP. shareholders approved Non-binding advisory vote on the compensation of the Company's named executive officers at the 2026-06-04 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: Proposal No. 3 – Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. For Against Abstain Broker Non-Vote 7,921,980 81,300 205 2,298,423
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579157/000119312526261692/0001193125-26-261692-index.htm
- Shareholder Votes
  VINCE HOLDING CORP. shareholders approved Approval of the Plan Amendment and Restatement to increase by 1,000,000 the maximum aggregate number of shares of the Company's common stock issuable thereunder at the 2026-06-04 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-04
  source text: Proposal No. 4 – Approval of the Plan Amendment and Restatement to increase by 1,000,000 the maximum aggregate number of shares of the Company's common stock issuable thereunder. For Against Abstain Broker Non-Vote 7,582,358 420,949 178 2,298,423
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579157/000119312526261692/0001193125-26-261692-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.