VSE CORPORATION (NASDAQ:VSEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VSE CORPORATION (NASDAQ:VSEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

On April 30, 2018, the Company announced that Calvin S. Koonce was elected Chairman of the Board prior to the Meeting of Annual Stockholders following the passing of our Chairman, Clifford M. Kendall, in March. Mr. Koonce has been a Board member for 26 years.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Stockholdersof VSE Corporation (the "Company") was held on April 30, 2018. At the annual meeting, the holders of 7,929,345 shares of the Company's common stock, which represents approximately 72.87% of the 10,881,106 outstanding shares entitled to vote as of the record date of March 19, 2018, were represented in person or by proxy. The three proposals voted on by the stockholders are described in more detail in the Company's definitive proxy statement dated April 3, 2018 and filed with the Securities and Exchange Commission on April 2, 2018.

Set forth below are the final voting resultson the fourproposals that were voted on by the stockholders at the annual meeting.

Proposal 1 – Election of Directors

With respect to the voteonthe election ofnine directors, each for a term of one year, to expire at the Company's 2018 annual meeting of stockholders, the "for" votes received by each director represented a minimum of approximately 95.6% of the total number of shares that were either voted at the meeting or for which the authority to vote for the proposed nominee was withheld. The final voting results were as follows:

Director

Votes Cast For

Votes Withheld

Ralph E. Eberhart

7,797,169

132,176

Mark E. Ferguson III

7,816,129

113,216

Maurice A. Gauthier

7,833,910

95,435

Calvin S. Koonce

7,765,468

163,877

James F. Lafond

7,576,592

352,753

John E. Potter

7,833,784

95,561

Jack C. Stultz

7,761,878

167,467

Bonnie K. Wachtel

7,759,284

170,061

Proposal2 – Approval of the Company's Executive Officer Incentive Compensation Plan.

With respect to the vote to approve the Company's Executive Officer Incentive Compensation Plan, the "for" votes received represented approximately 98.6% of the shares present at the meeting, in person or by proxy, and entitled to vote. The final voting results were as follows:

For

Against

Abstentions

7,816,808

95,192

17,345

Proposal3 – Non-Binding Advisory Vote on the Frequency of Advisory Votes to Approve the Company's Executive Compensation.

With respect to the non-binding advisory vote on the frequency of advisory votes to approve the Company's executive compensation, the option of "one year" received 92.3% of the votes cast and is considered to be the option recommended by the stockholders. The number of votes received for the options of one, two or three years, and the number of abstentions and broker non-votes, were as follows:

Votes For

1 Year Option

Votes For

2 Year Option

Votes For

3 Year Option

Abstentions

7,316,031

17,216

562,317

33,781


About VSE CORPORATION (NASDAQ:VSEC)

VSE Corporation is a services and supply company. The Company’s segments include Supply Chain Management Group, Aviation Group, Federal Services Group, and IT, Energy and Management Consulting Group. The Company provides logistics and distribution services for legacy systems and equipment and professional and technical services to the United States Government, including the United States Postal Service (USPS), the United States Department of Defense (DoD), federal civilian agencies, and to commercial and other customers. The Company’s service offerings include supply chain and inventory management services; vehicle fleet sustainment programs; vehicle fleet parts; maintenance, repair, and overhaul (MRO) of aircraft engines and engine components; aircraft engine parts supply and distribution; military equipment refurbishment and modification; ship maintenance, overhaul, and follow-on technical support; logistics management support, and machinery condition analysis.

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