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VSEC > SEC Filings for VSEC > Form 8-K on 12-Dec-2013All Recent SEC Filings

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Form 8-K for VSE CORP


12-Dec-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2013 annual meeting of stockholders of VSE Corporation (the "Company") was held on May 7, 2013. At the annual meeting, the holders of 4,518,366 shares of common stock, which represents approximately 85.1% of the outstanding shares entitled to vote as of the record date of March 25, 2013, were represented in person or by proxy. The proposals are described in more detail in the Company's definitive proxy statement dated April 8, 2013 and filed with the Securities and Exchange Commission on April 15, 2013.

The final voting results for proposals 1, 2, 3 and 4, which were voted on by the stockholders at the annual meeting, are set forth below.

Proposal 1 - Election of Directors

With respect to the vote on the election of eight directors, each for a term of
one year, to expire at the Company's 2014 annual meeting of stockholders, the
"for" votes received by each director represented a minimum of approximately
94.6% 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               For    Withheld Broker Non-Vote
Ralph E. Eberhart   3,421,226   85,632       1,011,508
Maurice A. Gauthier 3,444,160   62,698       1,011,508
Clifford M. Kendall 3,442,355   64,503       1,011,508
Calvin S. Koonce    3,392,702  114,156       1,011,508
James F. Lafond     3,445,080   61,778       1,011,508
David M. Osnos      3,315,831  191,027       1,011,508
Jack C. Stultz      3,446,190   60,668       1,011,508
Bonnie K. Wachtel   3,395,002  111,856       1,011,508

Proposal 2 - Ratification of Independent Registered Public Accounting Firm for the year ending December 31, 2013.

With respect to the vote on the ratification of the selection by the Company's audit committee of Ernst & Young LLP as the Company's independent registered accounting firm for the 2013 fiscal year, the "for" votes received represented approximately 99.2% of the shares voted at the meeting. The final voting results were as follows:

For Against Abstentions Broker Non-Vote 4,478,446 35,956 3,964 0

Proposal 3 - Advisory Vote to Approve the Company's Executive Compensation.

With respect to the non-binding advisory vote to approve the Company's executive compensation, the "for" votes received represented approximately 99.3% 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 Broker Non-Vote 3,447,466 24,066 35,325 1,011,509

Proposal 4 - 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 91.6% 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 Votes For Votes For
1 Year Option 2 Year Option 3 Year Option Abstentions Broker Non-Vote 3,027,253 40,064 235,873 203,667 1,011,509


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