Executive Change · Bylaw Amendment

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): September 6, 2022 (August 31, 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 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 31, 2022, Lieutenant General Jack C. Stultz, Jr., USAR (Ret.), a director of VSE Corporation (the “Company”), notified the Company of his resignation as a member of the Company’s Board of Directors (the “Board”) and Chair of the Nominating and Corporate Governance Committee of the Board, effective October 1, 2022. Mr. Stultz’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Stultz’s resignation, the Board approved a decrease in the size of the Board from eleven to ten directors, effective October 1, 2022. In addition, based on the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Admiral Mark E. Ferguson III, USN (Ret.), to serve as the Chair of the Nominating and Corporate Governance Committee of the Board, effective October 1, 2022, to replace Mr. Stultz. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the resignation of Mr. Stultz from the Board as described above, the Board approved an amendment to the Company’s Bylaws to decrease the maximum number of directors to serve on the Board from eleven directors to ten directors (the “Bylaw Amendment”), effective October 1, 2022. In addition, pursuant to the Bylaw Amendment, the Board reduced the size of the Board to ten directors, effective October 1, 2022. The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of Amendment No. 2 to the Company’s Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits   (d) Exhibits Exhibit Number Description 3.1 Amendment No. 2 to the Bylaws of VSE Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).   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: September 6, 2022 By: /s/ Farinaz S. Tehrani Farinaz S. Tehrani Chief Legal Officer and Corporate Secretary