On May 13, 2019, Jonathan Borell resigned from the board of directors of Vince Holding Corp. and from the compensation committee of the Board, effective immediately. On May 13, 2019, pursuant to the Company’s certificate of incorporation, Sun Cardinal, LLC, an affiliate of Sun Capital Partners Inc. appointed Matthew Garff to the Board as a Class II director, effective immediately. Mr. Garff will fill the vacancies created by Mr. Borell’s resignation. Mr. Garff will serve on the Board’s compensation as well as nominating and corporate governance committees. Mr. Garff is a Managing Director of Sun Capital, which, through certain of its affiliates, beneficially owns a majority of the Company’s common stock. On May 13, 2019, Ryan Esko resigned from the Board and from the nominating and corporate governance committee of the Board, effective immediately. Mr. Esko’s resignation did not involve a disagreement with the Company or any matter relating to the Company’s operations, policies or practices. As a result of these resignations, Messrs. Borell and Esko will not stand for reelection at the Company’s Annual Meeting of Stockholders on June 5, 2019.