Welcome to the 2026 Vince Holding Corp Annual Meeting of Stockholders. The meeting will now begin. Good morning. I am Brendan Hoffman, Chief Executive Officer of Vince Holding Corp., and a member of the Board of Directors, and I will be presiding over this meeting. On behalf of the Board of Directors and the officers of Vince Holding Corp., I am pleased to welcome all of you to the 2026 Annual Meeting of Stockholders. It is 10:30 A.M. Eastern Time, and in accordance with the amended and restated bylaws of the company, I call to order the Annual Meeting of Stockholders. We are conducting this meeting in a virtual format. Please excuse any technical difficulties while we strive to provide a consistent virtual experience. Before proceeding to the business of the meeting, I would like to announce that we are also joined by my fellow directors, Michael Mardy, David Stefko, Kelly Griffin, Robin Kramer. Ms. Akiko Okuma, Chief Administrative Officer and General Counsel of the company, will act as Secretary of the meeting. Francis Bird, representing Broadridge Corporate Issuer Solutions Inc., has been appointed as the Inspector of Election in accordance with the company's amended and restated bylaws. Joining us today is Yuji Okumura, Chief Financial Officer of the company, as well as Daniel Crow of PricewaterhouseCoopers LLP, who will be available to address any appropriate and relevant questions. The agenda and rules of conduct for the meeting, as well as the annual report and the proxy, are located in the meeting materials section of your online portal. It's our intention to conduct this meeting in accordance with this agenda and rules. You will note that under item 12 in the agenda, an opportunity is provided for questions and discussion following the meeting. Please submit your questions by typing them into the Ask a Question section of your online portal. As stated in the rules of conduct, stockholders or proxy holders are now invited to submit questions until we close the submission of questions, as we will indicate during this meeting. We also ask that you restrict any questions or remarks to items on the agenda. Thank you for your cooperation with these rules. Ms. Okuma will now report on the notice of this meeting and the presence of a quorum. This meeting is held pursuant to a notice made available on or about April 16th, 2026, to each stockholder of record on April 8th, 2026, who is entitled to vote. A list of stockholders entitled to vote at this meeting has been available for inspection upon request for the past 10 days. The registered shareholder list is also available to view during this meeting by clicking the Registered Shareholder List link located on the bottom of your screen. All documents concerning the call and notice of this meeting will be filed with the records of the company. There are 12,847,294 shares of common stock issued and outstanding and entitled to vote at this meeting. We were informed by the Inspector of Election that they are represented in person or by proxy 10,301,908 shares of common stock, or approximately 80.2% of all shares of common stock entitled to vote at this meeting. Therefore, I certify that, as required by the company's amended and restated bylaws. The holders of a sufficient number of common stock are present for themselves, virtually or by proxy, and that a quorum is therefore present. Thank you. Because holders of the majority of the shares entitled to vote at this meeting are present, I hereby declare that a quorum is present at this meeting in accordance with the company's amended and restated bylaws, and declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who are attending this meeting and those who returned their proxies. I would like to point out that most of you who returned proxies authorized the persons named in this proxy to vote on all proposals coming before the meeting. If you would like to vote during this meeting, we will prompt you to do so later in this meeting. Please do not submit your votes until you are prompted to do so. If you have already voted by proxy, it is not necessary to vote during this meeting unless you wish to change your vote. Next order of business is a description of the matters to be voted upon during today's meeting. Ms. Okuma will present the matters to be voted upon. At this meeting, the stockholders will be asked to elect the Class III Director of the company, to ratify the appointment of PricewaterhouseCoopers LLP as their independent registered public accounting firm for the fiscal year ending January 30, 2027, to approve on an advisory basis the compensation of the company's named executive officers as disclosed in the Proxy Statement pursuant to the compensation rules of the SEC, and to approve the amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan to increase the maximum aggregate number of shares of the company's common stock with respect to which equity awards may be granted thereunder. We will first entertain the nomination for the director to be elected by the stockholders of the company as a Class III director. The company has a staggered board comprised of 3 classes of directors. The terms of the Class III directors expired by their terms at this annual meeting, and a Class III director elected today will hold office until the annual meeting of stockholders to be held in the year 2029, or until a successor is elected and qualified. I now ask Ms. Okuma to present the nomination for director. On behalf of the Board of Directors, I hereby nominate Mr. Michael Mardy for election as a Class III Director of the company to be elected by the holders of common stock. This nominee is named and described in detail on page seven of the company's Proxy Statement. I hereby declare the nominations closed. The next matter being submitted to stockholders for action is the ratification of the appointment by the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year ending January 30, 2027. The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm was recommended to the Board of Directors by the Audit Committee of the Board of Directors. Ms. Okuma, would you present the resolution? On behalf of the Board of Directors, I move for the adoption of the following resolution. Resolved, that the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for Vince Holding Corp. for the fiscal year ending January 30, 2027 is hereby ratified. At this time, if you have not done so already, we ask that you type any questions or comments relating to the independent registered public accounting firm into the Ask a Question section of your online portal. The submission period for questions relating to the independent registered public accounting firm is now closed. You may continue to submit any general questions, which we will respond to at the end of the meeting. We did not receive any questions relating to the independent registered public accounting firm. The next matter being submitted to stockholders for action is the proposal to approve, on an advisory basis, the fiscal year 2025 compensation of the company's named executive officers. Company's executive compensation is described on page 19 - 28 of the company's Proxy Statement. The Board of Directors has voted to recommend approval of the compensation of the company's named executive officers. On behalf of the Board of Directors, I move for the approval of the compensation paid to the company's named executive officers as disclosed in the company's Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the compensation tables and the related narrative discussions. The next matter being submitted to stockholders for action is the proposal to approve the amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan to increase the maximum aggregate number of shares in the company's common stock from 2 million shares to 3 million shares. Proposal is described on page 29-33 of the company's Proxy Statement. The Board of Directors has voted to recommend that stockholders approve the amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan to increase the maximum aggregate number of shares in the company's common stock from 2 million shares to 3 million shares. On behalf of the Board of Directors, I move for the approval of the amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan. We will now take a brief moment to allow for voting through your online portal. Please cast your vote now by clicking the Cast Your Vote button on the bottom center of your screen and following the prompts. The polls are now closed. I ask that the Inspector of Election tally within the next 24 hours the votes of stockholders present at the meeting, together with the votes of stockholders by proxy, and then report the final number of votes received for and against the business matters presented this morning. Before I ask for questions, I ask Ms. Okuma to report the preliminary results of the balloting. The holders of a plurality of the shares of common stock cast have voted in favor of the election of Mr. Michael Mardy as a Class III director. The holders of a majority of the shares of common stock represented at the meeting and entitled to vote have voted to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent auditors for the fiscal year ending January 30, 2027. The holders of a majority of the shares of common stock represented at the meeting and entitled to vote have voted to approve, on an advisory basis, the compensation of our named executive officers. The holders of a majority of the shares of common stock represented at the meeting and entitled to vote have voted to approve the amendment to the Vince Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan. We will announce the detailed results of the balloting within four business days on our current report on Form 8-K filed with the SEC. There being no other business, the formal proceedings of our meeting are concluded. I would again like to express my sincere appreciation of the stockholders who attended the meeting as well as those who submitted their proxies but were not able to join us today. We now move to general questions and discussions. If you have not done so already, please submit your questions by typing them into the Ask a Question section of your online portal. The submission period for general questions is now closed. Please do not submit any further questions. We did not receive any questions. There being no further questions, the 2026 annual meeting of the stockholders is adjourned. Thank you. Thank you for joining the 2026 Vince Holding Corp annual meeting of stockholders. This now concludes the meeting. Have a pleasant day.
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