Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
VSEC > SEC Filings for VSEC > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for VSE CORP

Form 8-K for VSE CORP


8-May-2014

Submission of Matters to a Vote of Security Holders


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

The 2014 annual meeting of stockholders of VSE Corporation (the "Company") was held on May 6, 2014. At the annual meeting, the holders of 4,716,711 shares of common stock, which represents approximately 88.1% of the outstanding shares entitled to vote as of the record date of March 24, 2014, were represented in person or by proxy. The proposals are described in more detail in the Company's definitive proxy statement dated April 7, 2014 and filed with the Securities and Exchange Commission on April 15, 2014.

The final voting results for proposals 1, 2, 3, 4, 5 and 6, 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 nine directors, each for a term of
one year, to expire at the Company's 2015 annual meeting of stockholders, the
"for" votes received by each director represented a minimum of approximately
90.4% 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   3,878,753  121,921         716,037
Maurice A. Gauthier 3,897,147  123,750         695,814
Clifford M. Kendall 3,868,927  131,747         716,037
Calvin S. Koonce    3,614,623  386,051         716,037
James F. Lafond     3,919,183  101,714         695,814
David M. Osnos      3,739,394  281,503         695,814
Jack E. Potter      3,923,498   97,399         695,814
Jack C. Stultz      3,923,600   97,297         695,814
Bonnie K. Wachtel   3,869,362  151,535         695,814

Proposal 2 - Ratification of Independent Registered Public Accounting Firm for the year ending December 31, 2014.

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 2014 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 4,665,102 35,377 16,232 0

Proposal 3 - Approval of the amendments to the VSE Corporation 2006 Restricted Stock Plan

With respect to the vote on the approval of the amendments to the VSE Corporation 2006 Restricted Stock Plan (a) extending its term from May 3, 2016 to May 6, 2021 and (b) increasing by 250,000 shares of VSE Stock authorized for issuance under the plan.

For Against Abstentions Broker Non-Vote 3,904,432 101,484 14,980 695,815

Proposal 4 - Approval of the amendment to the VSE Corporation 2004 Non-Employee Directors Stock Plan

With respect to the vote on the approval of the amendment to the VSE Corporation 2004 Restricted Stock Plan extending its term from December 31, 2013 to December 31, 2018.

For Against Abstentions Broker Non-Vote 3,934,298 53,189 33,410 695,814

Proposal 5 - 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 97.4% 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 3,914,406 70,545 35,946 695,814

Proposal 6 - 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 91.5% 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 3,644,851 20,336 318,886 36,823 695,815

On May 6, 2014, VSE's Board of Directors determined that, consistent with its recommendation for the 2014 Annual Meeting, VSE will hold future Say on Pay Votes on an annual basis until the next required Frequency Vote is conducted.

  Add VSEC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for VSEC - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.