Vera Bradley adopts limited-duration shareholder rights plan (poison pill) expiring Oct 2025

Vera Bradley, Inc.

Plan triggers at 15% beneficial ownership (20% for passive 13G investors).
Each Right entitles holder to buy 1/1,000th of a Series A Preferred share at $30.50.
Rights become exercisable after a triggering event; non-triggering holders can buy shares at 2x exercise price.
Plan effective immediately and will expire on October 11, 2025, unless earlier redeemed or exchanged.
Company says plan is to protect long-term shareholder value and guard against abusive accumulation tactics.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Vera Bradley, Inc.: Filed Articles of Amendment to the Amended and Restated Articles of Incorporation in connection with adoption of Rights Agreement (Preferred Stock) (effective 2024-10-11).

Change: charter amendment
Effective: 2024-10-11

Exact text from the filing

In connection with the adoption of the Rights Agreement, the Company has filed Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Articles of Amendment”). The Articles of Amendment were filed with the Secretary of State of Indiana on October 11, 2024.

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Vera Bradley, Inc. filing history →

Source: SEC EDGAR

accession 0001495320-24-000073

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