V2X, Inc.
For the period ended May 8, 2025. Filed Mar 20, 2025.
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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 8, 2025 · Filed Mar 20, 2025
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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:
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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
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):
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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
March 20, 2025
V2X, Inc.
1875 Campus Commons Drive
Suite 305
Reston, VA 20191
Dear Fellow Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of V2X, Inc. (“V2X” or the “Company”), which will be held at 8:00 a.m. Eastern Time on May 8, 2025. Our 2025 Annual Meeting will be a virtual meeting conducted solely online and can be attended by visitingwww.virtualshareholdermeeting.com/VVX2025. A virtual meeting will allow all shareholders who desire to attend and vote at our 2025 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 Internet Availability of Proxy Materials (“Notice of Internet Availability” or “Notice”) and Proxy Statement for the 2025 Annual Meeting (“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 2025 Annual Meeting materials and help lower our costs.
On or about March 20, 2025, a Notice of Internet Availability will be first mailed to our shareholders. The Notice of Internet Availability will contain instructions on how to access our proxy materials online, including the Proxy Statement and the Company’s Annual Report for fiscal year 2024 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 or by telephone. If you receive paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction form (if you hold your shares through a broker or bank). In addition, you may vote your shares by attending and voting online at the 2025 Annual Meeting. Please refer to the section titled “How do I vote” in the Proxy Statement for detailed voting instructions. Whether or not you plan to attend the 2025 Annual Meeting, we encourage you to please vote as soon as possible.
On behalf of the Company, we extend our appreciation of your continued support.
Sincerely,
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| | JEREMY C. WENSINGER PRESIDENT AND CHIEF EXECUTIVE OFFICER | | | MARY L. HOWELL NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS | |
| | | NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS | | |
|---|---|---|---|---|
| | | LOCATION DETAILS | | |
| | | TIME: 8:00 a.m. Eastern Time, on Thursday, May 8, 2025 | | |
| | | PLACE: Virtual meeting at www.virtualshareholdermeeting.com/VVX2025 | | |
| | | ITEMS OF BUSINESS | | |
| | | ITEM 1 To elect four Class II 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 Proxy Statement. | | |
| | | ITEM 2 To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2025. | | |
| | | ITEM 3 To approve, on an advisory basis, the compensation paid to our named executive officers in fiscal year 2024, as described in the Proxy Statement. | | |
| | | ITEM 4 To approve a third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan. | | |
| | | ITEM 5 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, 2025, the record date for the 2025 Annual Meeting. | | |
| | | Our annual report to shareholders, which includes the 2024 Annual Report on Form 10-K (the “2024 Annual Report”), along with the Proxy Statement, is available online at www.proxyvote.com. | | |
| | | MAILING OR AVAILABILITY DATE | | |
| | | Beginning on or about March 20, 2025, this Notice of the 2025 Annual Meeting, the Proxy Statement, and the 2024 Annual Report are being mailed or made available, as the case may be, to shareholders of record on March 12, 2025. | | |
| | | ABOUT PROXY VOTING | | |
| | | Your vote is important. Proxy voting permits shareholders unable to attend the 2025 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 or telephone 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 2025 Annual Meeting by following the instructions on page 6 of the 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 2025 Annual Meeting to be held on Thursday, May 8, 2025 at 8:00 a.m. Eastern Time. The Company’s Proxy Statement, 2024 Annual Report and this Notice of 2025 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 as instructed in the Proxy Statement on or before April 18, 2025 to facilitate timely delivery. There is no charge to you for requesting a copy.
By order of the Board of Directors,
SARITA B. MALAKAR
CORPORATE SECRETARY
March 20, 2025
OUR SUSTAINABILITY PROGRAM
At V2X, our sustainability programs continue to reflect our corporate values and help drive long-term shareholder return. Our sustainability 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 standing committees of the Board oversee various aspects of our sustainability program:
The Nominating and Governance Committee oversees our sustainability programs, including environmental, health and safety matters.
The Compensation and Human Capital Committee receives reports from management on culture and engagement efforts and initiatives.
The Audit Committee oversees the Company’s ethics and compliance programs, including a review of our Code of Conduct and compliance policies and procedures, and reviews the cybersecurity program and cyber risk assessment.
In September 2024 we published our most recent Sustainability Report providing an overview of our 2023 sustainability initiatives and accomplishments. For our Sustainability Report, refer to our website at: https://gov2x.com/corporate-responsibility/.
We conducted a sustainability prioritization assessment in 2023 to identify the 11 high-priority topics below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.