vsec-20220906

Delaware

000-03676

54-0649263

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

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:


☐			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))

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(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2022, Lieutenant General Jack C. Stultz, Jr., USAR (Ret.), a director of VSE Corporation (the “Company”), notified the Company of his resignation as a member of the Company’s Board of Directors (the “Board”) and Chair of the Nominating and Corporate Governance Committee of the Board, effective October 1, 2022. Mr. Stultz’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Stultz’s resignation, the Board approved a decrease in the size of the Board from eleven to ten directors, effective October 1, 2022. In addition, based on the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Admiral Mark E. Ferguson III, USN (Ret.), to serve as the Chair of the Nominating and Corporate Governance Committee of the Board, effective October 1, 2022, to replace Mr. Stultz.

In connection with the resignation of Mr. Stultz from the Board as described above, the Board approved an amendment to the Company’s Bylaws to decrease the maximum number of directors to serve on the Board from eleven directors to ten directors (the “Bylaw Amendment”), effective October 1, 2022. In addition, pursuant to the Bylaw Amendment, the Board reduced the size of the Board to ten directors, effective October 1, 2022.

The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of Amendment No. 2 to the Company’s Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Exhibit Number						Description

3.1						Amendment No. 2 to the Bylaws of VSE Corporation.

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

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.


			VSE CORPORATION
			(Registrant)

Date:	September 6, 2022	By:	/s/ Farinaz S. Tehrani
			Farinaz S. Tehrani
			Chief Legal Officer and Corporate Secretary