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V2X Inc

For the period ended May 9, 2024. Filed Mar 20, 2024.

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About this filing

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 9, 2024 · Filed Mar 20, 2024

Use the contents to explore the available documents and sections.

VVX$76.14+2.9%Stored close · as of Nov 6, 2026
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Contents

Cover page

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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☐

Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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☒

Definitive Proxy Statement

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Definitive Additional Materials

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☐

Soliciting Material under §240.14a-12

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V2X, Inc.

(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):

☒

No fee required

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☐

Fee paid previously with preliminary materials

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☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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March 20, 2024​

V2X, Inc.

7901 Jones Branch Drive

Suite 700

McLean, VA 22102​

Dear Fellow Shareholders:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of V2X, Inc. (“V2X” or the “Company”), which will be held at 8:00 a.m. Eastern Time on May 9, 2024. Our 2024 Annual Meeting will be a virtual meeting conducted solely online and can be attended by visitingwww.virtualshareholdermeeting.com/VVX2024. A virtual meeting will allow all shareholders who desire to attend and vote at our 2024 Annual Meeting to do so safely and securely. Details regarding how to attend the meeting online and the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and 2024 Proxy Statement (“Proxy Statement”).

We have elected to take advantage of the U.S. Securities and Exchange Commission’s rule that allows us to furnish our proxy materials to our shareholders over the Internet. We believe electronic delivery will expedite the distribution of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our 2024 Annual Meeting materials and help lower our costs.

On or about March 20, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our shareholders. The Notice of Internet Availability will contain instructions on how to access our proxy materials online, including the 2024 Proxy Statement and the Company’s 2023 Annual Report to shareholders. You will not receive a printed copy of these materials unless you specifically request one.

Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or by attending and voting online at the 2024 Annual Meeting. Please refer to the section “How do I vote” in the accompanying Proxy Statement for detailed voting instructions. Whether or not you plan to attend the 2024 Annual Meeting, please vote as soon as possible.

On behalf of the Company, we extend our appreciation of your continued support.

Sincerely,

CHARLES L. PROW

PRESIDENT AND CHIEF EXECUTIVE OFFICER

MARY L. HOWELL

NON-EXECUTIVE CHAIRMAN OF

THE BOARD OF DIRECTORS

​​NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS​​​
​​LOCATION DETAILS​​​
​​TIME: 8:00 a.m. Eastern Time, on Thursday, May 9, 2024 ​​​
​​PLACE: Virtual meeting at www.virtualshareholdermeeting.com/VVX2024 ​​​
​​ITEMS OF BUSINESS​​​
​​ITEM 1 To elect four Class I Directors as members of the Board of Directors of V2X (the “Board of Directors” or the “Board”) for a three-year term, each as named in the accompanying Proxy Statement. ​​​
​​ITEM 2 To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024. ​​​
​​ITEM 3 To approve, on an advisory basis, the compensation paid to our named executive officers, as described herein. ​​​
​​ITEM 4 To transact such other business as may properly come before the meeting or any adjournments, postponements or continuations of the meeting. ​​​
​​WHO CAN VOTE?​​​
​​You can vote if you were a shareholder at the close of business on March 12, 2024, the record date for the 2024 Annual Meeting.​​
​​Our Annual Report to Shareholders, which includes the 2023 Annual Report on Form 10-K (the “2023 Annual Report”), is being furnished along with this Proxy Statement to shareholders of record.​​
​​MAILING OR AVAILABILITY DATE​​​
​​Beginning on or about March 20, 2024, this Notice of the 2024 Annual Meeting, the 2024 Proxy Statement, and the 2023 Annual Report are being mailed or made available, as the case may be, to shareholders of record on March 12, 2024.​​
​​ABOUT PROXY VOTING​​​
​​Your vote is important. Proxy voting permits shareholders unable to attend the 2024 Annual Meeting to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. If you do not provide instructions on how to vote, the proxies will vote as recommended by the Board of Directors. Most shareholders will not receive paper copies of our proxy materials and can vote their shares by following the Internet voting instructions provided on the Notice of Internet Availability. If you are a registered owner and requested a paper copy of the proxy materials, you can vote your shares by completing and returning your proxy card or by following the Internet or telephone voting instructions provided on the proxy card. Beneficial owners who received or requested a paper copy of the proxy materials can vote their shares by completing and returning their voting instruction form or by following the Internet or telephone voting instructions provided on the voting instruction form. You can change or revoke your proxy at any time prior to the 2024 Annual Meeting by following the instructions on page 6 of this Proxy Statement and on the proxy card.​​

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be held on Thursday, May 9, 2024 at 8:00 a.m. Eastern Time. The Company’s 2024 Proxy Statement, 2023 Annual Report and this Notice of 2024 Annual Meeting are available online atwww.proxyvote.com.

If you want to receive a paper or email copy of these documents, you must request a copy. There is no charge to you for requesting a copy. Please make your request for a copy as instructed in this Proxy Statement on or before April 20, 2024 to facilitate timely delivery.

By order of the Board of Directors,

KEVIN T. BOYLE

SENIOR VICE PRESIDENT, CHIEF LEGAL OFFICER, GENERAL COUNSEL AND

CORPORATE SECRETARY

March 20, 2024

OUR ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PROGRAM

At V2X, our Environmental, Social, and Governance (“ESG”) program forms an important part of our corporate values and long-standing business priorities. Our ESG programs reflect our current understanding of the goals and requirements of our stakeholders, and the relevant laws, regulations, and standards under which we operate.

Our Board standing committees oversee various aspects of our ESG program and our progress toward achieving our ESG aspirations:

The Nominating and Governance Committee oversees our ESG programs, including environmental and health and safety matters.

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The Compensation and Human Capital Committee receives reports from management on diversity, equity and inclusion efforts and initiatives.

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The Audit Committee oversees the company’s compliance program, including our Code of Conduct and ethics program, and reviews the cybersecurity program and cyber risk assessment.

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With support from our Board, we formalized our ESG governance framework to better support our ESG program, including an executive leadership oversight and a Steering Committee, comprised of cross-functional leaders, to implement ESG initiatives and policies. In October 2023 we published our first ESG report providing an overview of our 2022 ESG initiatives and describing our journey to formalize our ESG strategy. For our ESG report, refer to our website at: https://gov2x.com/corporate-responsibility/.

An ESG prioritization assessment is essential to determine the ESG topics that are most important to our business and stakeholders. In early 2023, we engaged stakeholders across the Company, including management and leadership, and incorporated the perspectives of our communities, customers, employees, investors and suppliers using internal proxies to identify 11 high-priority ESG topics.

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