VSE (VSEC) Proxy filing summary

Executive summary

• Responded to Glass Lewis's recommendation against executive compensation and provided additional support for authorizing blank check preferred stock.

• Highlighted transformation into a pure-play aviation aftermarket leader after divesting the Fleet Segment in 2025, achieving record revenue of ~$1.1B.

• Emphasized strong pay-for-performance alignment and comprehensive shareholder engagement following a 57.2% say-on-pay vote in 2025.

• Outlined forward-looking statements and risks, including integration of acquisitions, supply chain disruptions, and market volatility.

Voting matters and shareholder proposals

• Proposal 3: Advisory vote on executive compensation, with the board recommending FOR despite Glass Lewis's opposition and ISS's support.

• Proposal 4: Amendment to authorize blank check preferred stock, with both Glass Lewis and ISS recommending FOR, and board commitment not to use for anti-takeover purposes.

Board of directors and corporate governance

• Board policy prohibits issuing preferred stock for defensive or anti-takeover purposes without prior shareholder approval.

• No poison pill or stockholder rights plan in place; board commits not to implement one without shareholder approval.

• Compensation and Human Resources Committee is fully independent and retains an external consultant.