vsec-20220720

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Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.05 per share

VSEC

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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).

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 July 19, 2022, the Board of Directors (the “Board”) of VSE Corporation (the “Company”) determined pursuant to the By-Laws of the Company, as amended (the “By-Laws”), to increase the size of the Board from nine directors to eleven directors, effective July 19, 2022. Pursuant to the By-Laws, and based on the recommendation of the Nominating & Corporate Governance Committee of the Board (the “NCGC”), the Board appointed each of Anita D. Britt and Lloyd E. Johnson to serve as an independent director of the Company, commencing July 19, 2022, and extending until the next annual meeting of the Company’s stockholders.

Anita D. Britt, 59, has extensive corporate finance, capital markets, and board-level experience. Previously, Ms. Britt served as the Chief Financial Officer for Perry Ellis International from 2009 to 2017 and held senior financial leadership positions at Jones Apparel Group and Urban Brands. She currently serves on the board of directors for urban-gro, Smith & Wesson Brands and Delta Apparel. Ms. Britt is a Certified Public Accountant; a Board Leadership Fellow as designated by the National Association of Corporate Directors; and holds a Carnegie Mellon Cybersecurity Oversight Certification.

Lloyd E. Johnson, 68, has a strong background in management consulting, mergers and acquisitons, internal audit and commercial operations experience. Previously, Mr. Johnson served as Global Managing Director, Finance and Internal Audit at Accenture Corporation from 2004 to 2015; Executive Director, M&A and General Auditor for Delphi Automotive PLC from 1999 to 2004; and held senior financial leadership positions at Emerson Electric Corporation, Sara Lee Corporation and Shaw Food Services. Mr. Johnson is a Certified Public Accountant and holds the National Association of Corporate Directors Directorship Certification designation. Mr. Johnson is currently a board member for Haemonetics Corporation, Apogee Enterprises, Beazer Homes USA, and AARP.

Neither Ms. Britt nor Mr. Johnson has any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K. There is no arrangement or understanding between either Ms. Britt or Mr. Johnson and any other person pursuant to which either was selected as a director. Ms. Britt and Mr. Johnson will be entitled to receive compensation for their service as a director in accordance with the Company’s standard compensation arrangements for non-employee directors.

A copy of the press release announcing the appointment of Ms. Britt and Mr. Johnson to the Board is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

On July 19, 2022, the Company’s Board approved an amendment to Article III, Section 1 of the Company’s Bylaws dated July 31, 2013, to increase the total number of directors to serve on the Board from ten directors to eleven directors (the “Bylaw Amendment”). The Bylaw Amendment was effective on July 19, 2022. In connection with the appointment of Ms. Britt and Mr. Johnson to the Board as described in Item 5.02(d) above, the number of authorized directors was increased from ten to eleven pursuant to the Bylaw Amendment.

The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Bylaws of the Company, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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 hereunto duly authorized.


Exhibit Number						Description

3.1						Amendment No. 1 to the Bylaws of VSE Corporation.

99.1						Press release dated July 20, 2022, entitled “VSE Corporation Appoints Two New Members to Board of Directors.”

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


			VSE CORPORATION
			(Registrant)

Date:	July 20, 2022	By:	/s/ Farinaz S. Tehrani
			Farinaz S. Tehrani
			Chief Legal Officer and Corporate Secretary