VSE CORP
For the period ended May 7, 2026. Filed Mar 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement |
|---|---|
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| [x] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material under §240.14a-12 |
VSE Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| [x] | No fee required. |
|---|---|
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
3361 Enterprise Way
Miramar, Florida 33025
VSE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 2026
| DATE:Thursday,May 7, 2026 | TIME:10:00 a.m.Eastern Daylight Time | LOCATION:www.virtualshareholdermeeting.com/VSEC2026 |
The Annual Meeting of Stockholders of VSE Corporation, a Delaware corporation (“VSE” or the “Company”), will be held on Thursday, May 7, 2026, at 10:00 a.m., Eastern Daylight Time (the "Annual Meeting"). The Annual Meeting will be a virtual meeting via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VSEC2026 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.
The Annual Meeting will be held for the following purposes:
| Items of Business | |
|---|---|
| 1. | Election of eight directors |
| 2. | Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026 |
| 3. | Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers |
| 4. | Approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock |
| 5. | Transaction of such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof |
Stockholders of record at the close of business on March 10, 2026, may vote at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 7, 2026. The Company’s Notice of Annual Meeting of Stockholders, 2026 Proxy Statement and 2025 Annual Report to Stockholders (the “Annual Report”) are available at www.proxyvote.com. You will need your unique 16-digit control number which appears on the Notice of Internet Availability of Proxy Materials ("Notice") to access the Annual Meeting materials. The Annual Report, which contains the Company’s consolidated financial statements and other information of interest to stockholders, accompanies these proxy materials. These proxy materials were first made available to the Company's stockholders on March 24, 2026.
You may vote your VSE common stock by internet, mail or phone in advance of the Annual Meeting, or virtually during the Annual Meeting. Voting instructions are contained in the 2026 Proxy Statement, as well as in the Notice and on the proxy card that will accompany the Notice.
VSE thanks you for your support and looks forward to your participation in the Annual Meeting.
By Order of the Board of Directors
Tobi B. Lebowitz, Chief Legal Officer and Corporate Secretary
TABLE OF CONTENTS
| Forward-Looking Statements | 1 |
|---|---|
| Proxy Statement | 2 |
| Proxy Statement Summary | 3 |
| About the 2026 Annual Meeting and Voting At the Virtual Meeting | 4 |
| Recommendations of the Board | 4 |
| Quorum, Voting and Vote Required | 4 |
| How to Vote | 5 |
| Revocation of Proxies | 6 |
| Company Overview and Business Highlights | 7 |
| About VSE Corporation | 7 |
| 2025 Key Business Highlights | 7 |
| Executive Officers | 8 |
| Proposal 1: Election of Eight Directors | 10 |
| Director Skills, Qualifications and Experience | 10 |
| Director Nominees | 11 |
| Board, Committees and Corporate Governance | 16 |
| 2025 Director Compensation | 21 |
| Environmental, Social & Governance Priorities | 22 |
| Environmental, Social and Governance Board Oversight | 22 |
| ESG Areas of Focus | 23 |
| Proposal 2: Ratification of the Appointment of Grant Thornton LLP as VSE's Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | 24 |
| Audit Fees | 24 |
| Policy on Audit Committee Approval of Audit and non-Audit Services | 25 |
| Audit Committee Report | 26 |
| Compensation Discussion and Analysis | 27 |
| Executive Compensation Program Overview | 27 |
| Oversight of Executive Compensation | 31 |
| Peer Group and Competitive Market Analysis | 34 |
| 2025 Components of Executive Compensation | 36 |
|---|---|
| Employment Agreements and Severance Arrangements | 46 |
| Stock Ownership Guidelines | 46 |
| Clawback Policy | 46 |
| Hedging and Pledging Policy | 46 |
| Accounting Considerations | 47 |
| Compensation and Human Resources Committee Report | 48 |
| Executive Compensation | 49 |
| 2025 Summary Compensation Table | 49 |
| 2025 Grants of Plan-Based Awards Table | 50 |
| Outstanding Equity Awards at 2025 Fiscal Year End Table | 51 |
| 2025 Option Exercises and Stock Vested | 53 |
| 2025 Pension Benefits | 53 |
| 2025 Non-Qualified Deferred Compensation | 53 |
| Potential Payments Upon Termination or Change in Control | 54 |
| Pay Ratio Disclosure | 56 |
| Pay Versus Performance | 57 |
| Proposal 3: Approval, On a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers | 60 |
| Proposal 4: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Authorize the Issuance of Blank Check Preferred Stock | 62 |
| Why the Charter Amendment is Needed | 63 |
| Certain Disadvantages of the Charter Amendment | 64 |
| Principal Effects of the Charter Amendment | 64 |
| Procedure for Effecting the Charter Amendment | 64 |
| Anti-Takeover Effects | 65 |
| Security Ownership of Certain Beneficial Owners and Management | 66 |
| Stockholder Proposals | 67 |
| Other Matters | 67 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.