Vse Corp

1. 1

   Election of eight directors

   ManagementBoard: FOR

   Election of eight named director nominees to hold office until the 2027 annual meeting.

2. 2

   Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee and Board’s appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026.

3. 3

   Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers

   ManagementBoard: FOR

   Non-binding advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to provide a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this vote to confirm stockholder support for its pay-for-performance philosophy that emphasizes a mix of annual cash incentives and long-term equity awards tied primarily to adjusted EBITDA, revenue and free cash flow metrics, along with individual performance components. The compensation program also includes significant time-based RSUs and performance-based RSUs (PRSUs) with multi-year vesting and a catch-up feature to reward sustained multi-year performance. The Board and Compensation Committee cite enhanced transparency in the proxy, stock ownership guidelines, a clawback policy, and retention-focused vesting as governance features that align management and stockholder interests. The proposal is advisory and non-binding, but the Board will consider the vote outcome when setting future compensation. The management recommendation is FOR, arguing that the program appropriately balances retention, pay-for-performance, and disclosure improvements made after shareholder feedback (including limiting retroactive adjustments and enhanced metric disclosure). The context includes recent company transformation into a pure-play aviation business, substantial M&A activity, and high incentive payouts in 2025 tied to strong adjusted EBITDA and cash flow results; these operational factors underpin management’s view that the compensation outcomes were warranted. The Board emphasizes continued engagement with stockholders and ongoing evaluation of metrics and vesting structures (including consideration of TSR or ROIC in the future) to further align long-term incentives with shareholder value creation.

4. 4

   Approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock

   ManagementBoard: FOR

   Approve an amendment to the Restated Certificate of Incorporation to authorize 10,000,000 shares of preferred stock (blank-check), enabling the Board to issue one or more series with terms determined by the Board.

   More detail

   This management proposal asks shareholders to approve an amendment to VSE’s Restated Certificate of Incorporation to authorize 10,000,000 shares of preferred stock that the Board could issue in one or more series with terms established by the Board. Management seeks shareholder approval to create financing and strategic flexibility—preferred stock can be tailored with dividend, redemption, conversion, and voting features to attract capital, support acquisitions, or structure financing in ways that common equity or debt alone may not permit. The Board emphasizes that it currently has no specific plans to issue preferred stock but believes the authority would allow rapid response to market conditions or transactional opportunities without delay. From a governance perspective, the Company discloses potential disadvantages: preferred stock could dilute common shareholders’ economic or voting rights, confer preferences on preferred holders in liquidation or dividends, or be used defensively to frustrate change-of-control attempts; the filing discloses these anti-takeover risks. The Board states it would exercise the authority consistent with its fiduciary duties and will not, without stockholder approval, use preferred stock for defensive purposes as a policy. The proposal requires a majority of outstanding shares to pass, and if approved the Company intends promptly to file a Certificate of Amendment with Delaware to effect the change. The Board recommends a FOR vote, arguing the added capital structure flexibility is valuable given the Company’s strategic priorities (including acquisitions and capital deployment) while acknowledging the potential dilution and governance trade-offs. Evaluating this proposal requires weighing the operational and financing optionality granted to the Board against the explicit risks of dilution, preference, and possible anti-takeover effects associated with blank-check preferred stock.

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When is the Vse Corp 2026 annual meeting?

Vse Corp (VSEC) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Vse Corp 2026 meeting?

The record date for the Vse Corp 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vse Corp's 2026 meeting?

The board is presenting 8 director nominees at the Vse Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vse Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Vse Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.