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VSE Corporation (VSEC) investors OK blank check preferred and $0.10 dividend

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VSE Corporation reported results from its 2026 annual stockholder meeting and a new dividend. Stockholders representing 26,211,532 shares, or 93.42% of the 28,055,393 shares entitled to vote as of March 10, 2026, were present in person or by proxy.

All eight director nominees were elected, Grant Thornton LLP was ratified as independent auditor for the year ending December 31, 2026, and a non-binding advisory vote approved the Company’s executive compensation. Stockholders also approved an amendment to the Certificate of Incorporation authorizing the issuance of blank check preferred stock.

The Board of Directors declared a regular quarterly cash dividend of $0.10 per share of common stock, payable on July 29, 2026 to stockholders of record at the close of business on July 15, 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding entitled to vote 28,055,393 shares Common stock issued and outstanding as of March 10, 2026 record date
Shares represented at meeting 26,211,532 shares Present in person or by proxy at 2026 annual meeting
Meeting participation rate 93.42% Portion of shares entitled to vote represented at the annual meeting
Executive compensation advisory vote 19,719,357 for; 5,421,818 against Say-on-pay results, with 11,732 abstentions and 1,058,625 broker non-votes
Blank check preferred amendment vote 21,080,048 for; 4,068,006 against Approval to amend Certificate of Incorporation, plus 4,853 abstentions and 1,058,625 broker non-votes
Quarterly cash dividend $0.10 per share Payable July 29, 2026 to stockholders of record on July 15, 2026
blank check preferred stock financial
"to authorize the issuance of blank check preferred stock, the final voting results were as follows"
non-binding advisory vote financial
"Proposal 3: Non-Binding Advisory Vote on the Company's Executive Compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"For | Against | Abstentions | Broker Non-Votes 19,719,357 | 5,421,818 | 11,732 | 1,058,625"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Tangible Equity Units financial
"5.750% Tangible Equity Units | VSECU | The NASDAQ Global Select Market"
forward-looking statements regulatory
"This press release contains certain forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0000102752false00001027522026-05-072026-05-070000102752us-gaap:CommonStockMember2026-05-072026-05-070000102752vsec:TangibleEquityUnitsMember2026-05-072026-05-07

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 7, 2026
vselogonewa01.jpg
VSE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
000-03676
54-0649263
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
3361 Enterprise Way
Miramar,
Florida
33025
(Address of Principal Executive Offices)
(Zip Code)
(954) 430-6600
(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:
☐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:
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
5.750% Tangible Equity UnitsVSECUThe 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 2026 Annual Meeting of Stockholders of VSE Corporation (the “Company”) was held on May 7, 2026 (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 24, 2026. As of the record date of March 10, 2026, a total of 28,055,393 shares of common stock of the Company were issued and outstanding and entitled to vote. The holders of record of 26,211,532 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting. Such amount represented 93.42% of the shares entitled to vote at the Annual Meeting.

Proposal 1: Election of Directors

With respect to the election of eight directors to serve for a one-year term until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows:

Director
For
Withheld
Broker Non-Votes
Anita D. Britt
23,984,659
1,168,248
1,058,625
John A. Cuomo
24,815,727
337,180
1,058,625
Edward P. Dolanski
24,112,588
1,040,319
1,058,625
Ralph E. Eberhart
24,752,183
400,724
1,058,625
Mark E. Ferguson III
22,862,526
2,290,381
1,058,625
Lloyd E. Johnson
23,957,051
1,195,856
1,058,625
John E. Potter
23,357,253
1,795,654
1,058,625
Bonnie K. Wachtel
23,952,002
1,200,905
1,058,625

As a result, each of the eight director nominees was elected.

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 the Company’s independent registered public accounting firm for the year ending December 31, 2026, the final voting results were as follows:

For
Against
Abstentions
26,177,917
24,941
8,674
As a result, the proposal to ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 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:

For
Against
Abstentions
Broker Non-Votes
19,719,357
5,421,818
11,732
1,058,625

As a result, the proposal to approve the Company's executive compensation on an advisory basis was approved.






Proposal 4: Approval to Amend the Certificate of Incorporation to Authorize Issuance of Blank Check Preferred Stock

With respect to the vote to approve the amendment to VSE Corporation's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to authorize the issuance of blank check preferred stock, the final voting results were as follows:

For
Against
Abstentions
Broker Non-Votes
21,080,048
4,068,006
4,853
1,058,625

As a result, the proposal to amend the Certificate of Incorporation to authorize the issuance of blank check preferred stock was approved.


Item 8.01 Other Events

On May 7, 2026, VSE Corporation issued a press release announcing that the Board of Directors declared a quarterly cash dividend of $0.10 per share to be paid on July 29, 2026 to stockholders of record as of July 15, 2026. The Board of Directors approved the dividend on May 7, 2026. A copy of the press release is attached as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit
Number
 
3.1
Certificate of Amendment to VSE Corporation’s Restated Certificate of Incorporation
99.1
Press release dated May 7,2026 entitled “VSE Corporation Declares Quarterly Cash Dividend.”
104Cover Page Interactive Data File











SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VSE CORPORATION
(Registrant)
Date:
May 8, 2026
By:
/s/ Tobi Lebowitz
Tobi Lebowitz
Chief Legal Officer and Corporate Secretary

image_0a.jpg




VSE CORPORATION DECLARES QUARTERLY CASH DIVIDEND

MIRAMAR, FL., May 7, 2026 – VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC, VSECU), a leading provider of aviation aftermarket distribution and repair services, announced that the Company’s Board of Directors has declared a regular quarterly cash dividend of $0.10 per share of VSE common stock. The dividend is payable on July 29, 2026, to stockholders of record at the close of business on July 15, 2026.

ABOUT VSE CORPORATION
VSE is a leading provider of Aviation distribution and repair services for the commercial and business and general aviation (B&GA) aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers' high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators. For more detailed information, please visit VSE's website at www.vsecorp.com.

FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause VSE’s actual results to vary materially from those indicated or anticipated by such statements. Many factors could cause actual results and performance to be materially different from any future results or performance, including, among others, the risk factors described in our reports filed or expected to be filed with the SEC. Any forward-looking statement or statement of belief speaks only as of the date of this press release. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

INVESTOR RELATIONS CONTACT:
Michael Perlman
Vice President of Investor Relations and Treasury
Phone: (954) 547-0480
Email: investors@vsecorp.com



Source: View Original Filing on SEC EDGAR

FAQ

What did VSE Corporation (VSEC) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing eight directors, ratifying Grant Thornton LLP as auditor for 2026, an advisory vote approving executive compensation, and amending the Certificate of Incorporation to authorize issuance of blank check preferred stock.

How many VSE Corporation (VSEC) shares were represented at the 2026 annual meeting?

Holders of 26,211,532 shares were present in person or by proxy, representing 93.42% of the 28,055,393 shares of common stock issued, outstanding, and entitled to vote as of the March 10, 2026 record date.

Did VSE Corporation (VSEC) shareholders approve the executive compensation proposal?

Yes. The non-binding advisory proposal on executive compensation received 19,719,357 votes for, 5,421,818 against, 11,732 abstentions, and 1,058,625 broker non-votes, resulting in approval of the Company’s executive compensation on an advisory basis.

What change to VSE Corporation’s (VSEC) capital structure did shareholders approve?

Shareholders approved an amendment to VSE Corporation’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock, with 21,080,048 votes for, 4,068,006 against, 4,853 abstentions, and 1,058,625 broker non-votes.

What dividend did VSE Corporation (VSEC) declare and when will it be paid?

VSE declared a regular quarterly cash dividend of $0.10 per share of common stock, payable on July 29, 2026 to stockholders of record at the close of business on July 15, 2026, as approved by the Board on May 7, 2026.

Who is VSE Corporation’s (VSEC) independent auditor for the year ending December 31, 2026?

Shareholders ratified Grant Thornton LLP as VSE Corporation’s independent registered public accounting firm for the year ending December 31, 2026, with 26,177,917 votes for, 24,941 against, and 8,674 abstentions recorded in the vote.

Filing Exhibits & Attachments

6 documents

Press Releases

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