V2X details director retirement, vote outcomes

V2X, Inc. reported results from its 2026 Annual Meeting of Shareholders and a planned board change.

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Form Type

8-K

Rhea-AI Filing Summary

V2X, Inc. reported results from its 2026 Annual Meeting of Shareholders and a planned board change. Long‑time director Steven L. Waechter, age 76, ended his term as a Class III director in line with Corporate Governance Principles that limit nominees to age 75 at the meeting date. The company stated his departure did not involve any disagreement over operations, policies, or practices. The Board size was reduced from ten to nine members, eliminating one Class III seat, and committee roles formerly held by Mr. Waechter will be filled by Gerard A. Fasano on the Compensation committee and Nicole B. Theophilus on the Nominating and Governance committee. Shareholders elected Class III directors Melvin F. Parker, Ross S. Niebergall, and Jeremy C. Wensinger, each receiving over 26.7 million "for" votes, ratified RSM US LLP as independent auditor for 2026 with 29,441,872 votes in favor, and approved on an advisory basis executive compensation for 2025 with 27,646,063 votes "for."

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Key Figures

Board size after meeting: 9 directors Votes for Melvin F. Parker: 26,771,119 shares Votes for Ross S. Niebergall: 27,563,152 shares +3 more

6 metrics

Board size after meeting 9 directors Reduced from ten members with elimination of one Class III seat

Votes for Melvin F. Parker 26,771,119 shares Election as Class III director at 2026 Annual Meeting

Votes for Ross S. Niebergall 27,563,152 shares Election as Class III director at 2026 Annual Meeting

Votes for Jeremy C. Wensinger 27,369,904 shares Election as Class III director at 2026 Annual Meeting

Votes for auditor ratification 29,441,872 shares Ratification of RSM US LLP for fiscal year 2026

Votes for say-on-pay 27,646,063 shares Advisory approval of 2025 executive compensation

Key Terms

Corporate Governance Principles, Class III director, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Corporate Governance Principles regulatory

"in accordance with the Company’s Corporate Governance Principles, which require our Board members to be 75 years old or younger"

Class III director financial

"the term of Steven L. Waechter, age 76, as a Class III director of the Board of Directors"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

independent registered public accounting firm financial

"Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 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.

broker non-votes financial

"For Against Abstain Broker Non-Votes 27,646,063 239,644 147,077 1,431,946"

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.

advisory basis financial

"Approval, on an advisory basis, of the compensation of the Company’s named executive officers in fiscal year 2025"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did V2X (VVX) announce in this 8-K?

V2X reported that director Steven L. Waechter’s term as a Class III director ended at the 2026 Annual Meeting. He was not renominated due to governance age limits, and the Board size was reduced from ten members to nine members with one Class III seat eliminated.

Why was Steven L. Waechter not renominated to the V2X (VVX) board?

He was not renominated under V2X’s Corporate Governance Principles, which require board members to be 75 or younger at the shareholder meeting where they would be nominated. The company stated his departure did not stem from any disagreement over its operations, policies, or practices.

Who is replacing Steven L. Waechter on V2X (VVX) board committees?

Following the end of Steven L. Waechter’s term, Gerard A. Fasano will serve on the Compensation and Human Capital committee, and Nicole B. Theophilus will join the Nominating and Governance committee. Both appointments are effective May 8, 2026, maintaining committee coverage after the board size reduction.

How did V2X (VVX) shareholders vote on Class III director elections?

Shareholders elected Melvin F. Parker, Ross S. Niebergall, and Jeremy C. Wensinger as Class III directors for terms expiring at the 2029 Annual Meeting. Each received more than 26.7 million votes in favor, with relatively low against and abstain totals plus broker non-votes reported.

Did V2X (VVX) shareholders ratify the company’s auditor for 2026?

Yes. Shareholders ratified the appointment of RSM US LLP as V2X’s independent registered public accounting firm for fiscal year 2026. The proposal received 29,441,872 votes for, 14,187 votes against, and 8,671 abstentions, indicating strong overall support for continuing with the same audit firm.

What was the outcome of V2X (VVX) say-on-pay vote for 2025 compensation?

Shareholders approved, on an advisory basis, the compensation of V2X’s named executive officers for fiscal year 2025. The vote totaled 27,646,063 shares for, 239,644 against, and 147,077 abstentions, with 1,431,946 broker non-votes, signaling broad shareholder support for the executive pay program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 04:02 PM EDT

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

V2X, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

001-36341	38-3924636
(Commission	(IRS Employer
File Number)	Identification No.)

2100 Reston Parkway, Suite 300

Reston, VA 20191

(Address of Principal Executive Offices) (Zip Code)

(571) 481-2000

(Registrant's Telephone Number, Including Area Code)

Securities Registered Under Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	VVX	New York Stock Exchange

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 ( see General Instruction A.2. below):

¨	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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of V2X, Inc. (the “Company”) held on May 7, 2026, the term of Steven L. Waechter, age 76, as a Class III director of the Board of Directors of the Company (the “Board”) ended. Mr. Waechter was not renominated to the Board in accordance with the Company’s Corporate Governance Principles, which require our Board members to be 75 years old or younger at the time of the shareholder meeting at which the individual would be nominated to serve. Mr. Waechter’s departure was not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Mr. Waechter, who had served as a member of the Compensation and Human Capital (“Compensation”) and Nominating and Governance (“NG”) committees of the Board, will be replaced by Gerard A. Fasano on the Compensation committee and Nicole B. Theophilus on the NG committee, each effective on May 8, 2026. In connection with the end of Mr. Waechter’s term as a director on the Board, the size of the Board was reduced from ten members to nine members, with the elimination of one Class III director position.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The results of voting at the 2026 Annual Meeting on each of the matters submitted to a vote of the Company’s shareholders are set forth below.

1. Election of each of the persons named below as Class III Directors for terms of three years to expire at the 2029 Annual Meeting of Shareholders, or until their successors are elected and qualified, by the following vote:

Class III Directors	For	Against	Abstain	Broker Non-Votes
Melvin F. Parker	26,771,119	1,255,126	6,539	1,431,946
Ross S. Niebergall	27,563,152	463,991	5,641	1,431,946
Jeremy C. Wensinger	27,369,904	656,217	6,663	1,431,946

2. Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved by the following vote:

For		Against		Abstain
29,441,872		14,187		8,671

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers in fiscal year 2025 by the following vote:

For		Against		Abstain		Broker Non-Votes
27,646,063		239,644		147,077		1,431,946

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 7, 2026	V2X, INC.


	By:	/s/ Sarita B. Malakar
		Sarita B. Malakar
		Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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