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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2023
VSE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 000-03676 | | 54-0649263 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
| | | | | | | | | | | | | | | | | |
6348 Walker Lane | | | | |
Alexandria, | Virginia | | | | 22310 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
(703) 960-4600
(Registrant's Telephone Number, Including Area Code)
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:
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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).
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 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders of VSE Corporation (the "Company") was held on May 3, 2023 (the "Annual Meeting"). At the Annual Meeting, four proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement filed with the Securities and Exchange Commission on March 21, 2023. As of the record date of March 10, 2023, a total of 12,875,964 shares of common stock of the Company were issued and outstanding and entitled to vote. The holders of record of 11,462,764 shares of the Company's common stock were present in person or by proxy at the Annual Meeting. Such amount represented 89.02% of the shares entitled to vote at such meeting.
Set forth below is a brief description of each matter voted upon at the Annual Meeting and the final voting results with respect to each matter.
Proposal 1: Election of Directors
With respect to the election of nine directors to serve for a one-year term until the Company's 2024 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows:
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| Director | | For | | Withheld | | Broker Non-Votes |
| Anita D. Britt | | 10,760,948 | | 55,772 | | 646,044 |
| John A. Cuomo | | 10,748,064 | | 68,656 | | 646,044 |
| Edward P. Dolanski | | 10,752,888 | | 63,832 | | 646,044 |
| Ralph E. Eberhart | | 10,734,710 | | 82,010 | | 646,044 |
| Mark E. Ferguson III | | 10,351,929 | | 464,791 | | 646,044 |
| Lloyd E. Johnson | | 10,759,701 | | 57,019 | | 646,044 |
| Calvin S. Koonce | | 10,105,449 | | 711,271 | | 646,044 |
| John E. Potter | | 10,635,734 | | 180,986 | | 646,044 |
| Bonnie K. Wachtel | | 10,220,140 | | 596,580 | | 646,044 |
Proposal 2: Ratification of Grant Thornton LLP as Independent Registered Public Accountant
With respect to the vote on the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023, the final voting results were as follows:
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For | | Against | | Abstentions |
| 11,338,666 | | 5,273 | | 15,860 |
As a result, the proposal to ratify Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023 was approved.
Proposal 3: Non-Binding Advisory Vote on the Company's Executive Compensation
With respect to the non-binding advisory vote to approve the Company's Executive Compensation, the final voting results were as follows:
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For | | Against | | Abstentions |
| 9,403,144 | | 1,292,446 | | 18,165 |
As a result, the proposal to approve the Company's executive compensation on an advisory basis was approved.
Proposal 4: Approval to Amend and Restate the Plan
With respect to the vote to approve the amendment and restatement of the Company’s 2006 Restricted Stock Plan, as amended (the "Plan"), to increase the number of shares available for issuance under the Plan by 375,000 shares, the final voting results were as follows:
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For | | Against | | Abstentions |
| 10,539,728 | | 160,760 | | 13,267 |
As a result, the proposal to amend and restate the Plan was approved.
SIGNATURES
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.
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| | | VSE CORPORATION |
| | | (Registrant) |
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Date: | May 9, 2023 | By: | /s/ Farinaz S. Tehrani |
| | | Farinaz S. Tehrani |
| | | Chief Legal Officer and Corporate Secretary |
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