VSE Corp Files DEF 14A for May 7, 2026 Annual Meeting

Def 14a - Vse Corp (0000102752) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Vse Corp (0000102752) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.05, $1.1 billion, $442 m
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

**VSE Corp just dropped its proxy statement for the May 7th annual meeting, get ready to vote on leadership and pay!**

AI Summary

VSE Corp (0000102752) filed a DEF 14A proxy statement on March 24, 2026, in preparation for its annual meeting scheduled for May 7, 2026. This filing, which includes 51 documents and an iXBRL DEF 14A, outlines proposals for shareholder votes, likely including director elections and executive compensation. For current or prospective VSE Corp shareholders, this filing is crucial as it details the company's governance and compensation practices, directly impacting leadership and potential future performance.

Why It Matters

This filing sets the stage for VSE Corp's annual shareholder meeting, where important decisions about the company's leadership and strategic direction will be made, directly affecting its future operations and stock value.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory document for an upcoming annual meeting and does not inherently present a direct financial risk.

Analyst Insight

Investors should review the full DEF 14A document to understand the proposals for the May 7, 2026 annual meeting, especially regarding board elections and executive compensation, as these can influence future company performance and governance.

Key Numbers

  • 2026-03-24 — Filing Date (The date the DEF 14A was filed by VSE Corp.)
  • 2026-05-07 — Period of Report (The date of the upcoming annual meeting for which the proxy statement was filed.)
  • 51 — Documents (The total number of documents included in this DEF 14A filing.)
  • 982052 — Size of DEF 14A document (The size in bytes of the primary DEF 14A HTML document.)

Key Players & Entities

  • VSE CORP (company) — the filer of the DEF 14A
  • 0000102752 (company) — VSE Corp's CIK number
  • 3361 ENTERPRISE WAY MIRAMAR FL 33025 (company) — VSE Corp's mailing and business address

Forward-Looking Statements

  • VSE Corp will hold its annual shareholder meeting on May 7, 2026, as indicated by the 'Period of Report' date. (VSE CORP) — high confidence, target: 2026-05-07
  • The DEF 14A filing will contain proposals for shareholder votes, likely including director elections and executive compensation, typical for this type of proxy statement. (VSE CORP) — medium confidence, target: 2026-05-07

FAQ

What is the purpose of the DEF 14A filing by VSE Corp?

The DEF 14A filing by VSE Corp is an 'Other definitive proxy statement' used to provide shareholders with information needed to vote at an upcoming annual meeting, which is scheduled for May 7, 2026, as indicated by the 'Period of Report' date.

When was this specific DEF 14A filing made by VSE Corp?

This specific DEF 14A filing by VSE Corp was made on March 24, 2026, with an acceptance time of 14:28:44 on the same day, as stated in the 'Filing Date' and 'Accepted' fields.

How many documents are included in this DEF 14A filing?

There are 51 documents included in this DEF 14A filing, as specified in the 'Documents' field of the filing detail.

What is the CIK number for VSE Corp, the filer of this document?

The CIK number for VSE Corp, the filer, is 0000102752, as indicated in the 'SEC Accession No.' and 'Title' sections of the filing.

Where is VSE Corp's business address located according to this filing?

VSE Corp's business address is 3361 ENTERPRISE WAY MIRAMAR FL 33025, as listed under the 'Business Address' section of the filing.

Filing Stats: 4,483 words · 18 min read · ~15 pages · Grade level 15.3 · Accepted 2026-03-24 14:28:44

Key Financial Figures

  • $0.05 — f the Company's common stock, par value $0.05 per share (the "Stock") outstanding and
  • $1.1 billion — l year segment revenue of approximately $1.1 billion. Achieved record Aviation segment reve
  • $442 m — roceeds to the Company of approximately $442 million, used to fund the cash considerat

Filing Documents

Forward-Looking Statements 1

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: R atification 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

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

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

Security Ownership of Certain Beneficial Owners and Management 66 Stockholder Proposals 67 Other Matters 67

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement contains statements that, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions. "Forward-looking" statements, as such term is defined by the Securities and Exchange Commission (the "SEC") in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "forecast," "seek," "plan," "predict," "project," "could," "estimate," "might," "continue," "seeking" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements speak only as of the date of this Proxy Statement, and we undertake no ongoing obligation, other than that imposed by law, to update these statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to: the performance of the aviation aftermarket; our ability to consummate, successfully integrate, and achieve the strat

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