Shareholder Vote

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 6, 2022 (May 4, 2022) VSE CORP ORATION (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) 6348 Walker Lane Alexandria, Virginia 22310 (Address of Principal Executive Offices) (Zip Code) ( 703 ) 960-4600 (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 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 2022 Annual Meeting of Stockholders of VSE Corporation (the "Company") was held on May 4, 2022 (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 21, 2022. As of the record date of March 10, 2022, a total of 12,737,859 shares of common stock of the Company were issued and outstanding and entitled to vote. The holders of record of 10,986,866 shares of the Company's common stock were present in person or by proxy at the Annual Meeting. Such amount represented 86.25% of the shares entitled to vote at such meeting. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the final voting results with respect to each matter. Proposal 1: Election of Directors With respect to the election of nine directors to serve for a one-year term until the Company's 2023 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 John A. Cuomo 10,057,281 159,052 770,533 Edward P. Dolanski 9,970,792 245,541 770,533 Ralph E. Eberhart 10,052,531 163,802 770,533 Mark E. Ferguson III 9,839,134 377,199 770,533 Calvin S. Koonce 9,129,192 1,087,141 770,533 James F. Lafond 9,636,503 579,830 770,533 John E. Potter 9,839,158 377,175 770,533 Jack C. Stultz 7,407,536 2,808,797 770,533 Bonnie K. Wachtel 9,125,116 1,091,217 770,533 Proposal 2: Approval to Amend the Charter to Increase the Number of Authorized Shares of Common Stock With respect to the vote to approve an amendment to the Company's Restated Certificate of Incorporation, as amended (the "Charter"), to increase the number of authorized shares of common stock from 15,000,000 to 23,000,000, the final voting results were as follows: For Against Abstentions 10,778,278 199,037 9,551 As a result, the proposal to approve the Company's Charter to increase the number of authorized shares of common stock from 15,000,000 to 23,000,000 was approved. Proposal 3: 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 our independent registered public accounting firm for the year ending December 31, 2022, the final voting results were as follows: For Against Abstentions 10,779,894 198,361 8,611 As a result, the proposal to ratify Grant Thornton LLP as our independent registered public accounting firm was approved. Proposal 4: 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 8,773,544 1,429,454 13,335 770,533 As a result, the proposal to approve the Company's executive compensation on an advisory basis was approved. SIGNATURES 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. VSE CORPORATION (Registrant) Date: May 6, 2022 By: /s/ Farinaz S. Tehrani Farinaz S. Tehrani Chief Legal Officer and Corporate Secretary