8-K 1 vnce-8k_20180402.htm 8-K- ITEM 5.02 vnce-8k_20180402.htm










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2018 (April 2, 2018)


Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




500 5th Avenue – 20th Floor
New York, New York 10110



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 515-2600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 2, 2018, the board of directors (the “Board”) of Vince Holding Corp. (the “Company”) elected Michael Mardy as a director, effective April 2, 2018. The appointment filled a seat on the Board that previously remained vacant, bringing the total number of directors to nine.

The Board expects to appoint Mr. Mardy to the audit committee of the Board.

There is no arrangement or understanding between Mr. Mardy and any other persons in connection with his appointment as a director. There are no family relationships between Mr. Mardy and any director or executive officer of the Company or any nominees to such positions. There are no related party transactions between the Company and Mr. Mardy that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Mr. Mardy will receive compensation and benefits consistent with those received by the Company’s other non-employee directors who are not employed by Sun Capital Partners, Inc. or its affiliates, as generally described in the Company’s proxy statement, prorated to his appointment date.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.









Date: April 3, 2018



/s/ David Stefko




David Stefko




Executive Vice President, Chief Financial Officer