V2X (VVX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 8, 2025, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on the election of four Class II Directors, ratification of the independent auditor, an advisory say-on-pay vote, and approval of an amended incentive plan.

• The company emphasizes sustainability, strong governance, and shareholder engagement, with detailed reporting on compensation, risk oversight, and board structure.

Voting matters and shareholder proposals

• Four Class II Directors are nominated for three-year terms: Mary L. Howell, Eric M. Pillmore, Joel M. Rotroff, and Neil D. Snyder.

• Ratification of RSM US LLP as independent registered public accounting firm for 2025.

• Advisory vote to approve 2024 executive compensation.

• Approval of the third amendment and restatement of the 2014 Omnibus Incentive Plan.

Board of directors and corporate governance

• The board is classified into three classes with staggered three-year terms; currently 11 members.

• Majority of directors and all committees are independent; non-executive chairman leads the board.

• Board and committees conduct annual evaluations and maintain robust governance principles.

• Shareholder agreement with Vertex Holdco provides for director nomination rights based on ownership thresholds.