---
schema_version: "secwatch.filing_event.v1"
accession: "0000102752-23-000059"
form_type: "8-K"
ticker: "VSEC"
cik: "0000102752"
company_name: "VSE CORP"
filed_at: "2023-05-09T23:59:59+00:00"
generated_at: "2026-06-15T07:49:43.013156+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# VSE stockholders elect nine directors, ratify auditor, approve say-on-pay and stock plan amendment

## Summary
- Nine directors elected with votes for ranging from 10.1M (Koonce) to 10.8M (Britt); 646K broker non-votes.
- Grant Thornton LLP ratified as independent auditor for 2023: 11,338,666 for, 5,273 against.
- Non-binding advisory vote on executive compensation approved: 9,403,144 for, 1,292,446 against.
- Amendment to 2006 Restricted Stock Plan approved; adds 375,000 shares available for issuance.

## SEC filing metadata
- accession: 0000102752-23-000059
- form_type: 8-K
- ticker: VSEC
- cik: 0000102752
- company_name: VSE CORP
- filed_at: 2023-05-09T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/102752/000010275223000059/0000102752-23-000059-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/102752/000010275223000059/vsec-20230509.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000102752-23-000059
- JSON: https://secwatch.observer/filing/0000102752-23-000059.json
- Plain text: https://secwatch.observer/filing/0000102752-23-000059.txt

## Key facts
- Shareholder Votes
  VSE CORP shareholders approved Approval to amend and restate the Company’s 2006 Restricted Stock Plan, as amended, to increase the number of shares available for issuance under the Plan by 375,000 shares at the 2023-05-03 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal 4: Approval to Amend and Restate the Plan With respect to the vote to approve the amendment and restatement of the Company’s 2006 Restricted Stock Plan, as amended (the "Plan"), to increase the number of shares available for issuance under the Plan by 375,000 shares, the final voting results were as follows:
  evidence_url: https://www.sec.gov/Archives/edgar/data/102752/000010275223000059/0000102752-23-000059-index.htm
- Shareholder Votes
  VSE CORP shareholders approved Non-binding advisory vote to approve the Company's executive compensation at the 2023-05-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal 3: 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/102752/000010275223000059/0000102752-23-000059-index.htm
- Shareholder Votes
  VSE CORP shareholders approved Ratification of Grant Thornton LLP as independent registered public accountant for the year ending December 31, 2023 at the 2023-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal 2: 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, 2023, the final voting results were as follows:
  evidence_url: https://www.sec.gov/Archives/edgar/data/102752/000010275223000059/0000102752-23-000059-index.htm
- Shareholder Votes
  VSE CORP shareholders approved Election of nine directors to serve for a one-year term until the Company's 2024 annual meeting of stockholders and until their successors are duly elected and qualified at the 2023-05-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: Proposal 1: Election of Directors With respect to the election of nine directors to serve for a one-year term until the Company's 2024 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows:
  evidence_url: https://www.sec.gov/Archives/edgar/data/102752/000010275223000059/0000102752-23-000059-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.