form8k.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):  May 3, 2011
 
 
VSE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or Other Jurisdiction
of Incorporation)
 
0-3676
 (Commission File Number)
 
54-0649263
 (IRS Employer
Identification Number)
 
 
2550 Huntington Avenue
   
Alexandria, VA
 
22303-1499
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
(703) 960-4600
(Registrant’s Telephone Number, Including Area Code)
 
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The 2011 annual meeting of stockholders of VSE Corporation (the “Company”) was held on May 3, 2011.  At the annual meeting, the holders of 4,267,435 shares of common stock, which represents approximately 81.5% of the outstanding shares entitled to vote as of the record date of March 4, 2011, were represented in person or by proxy.  The proposals are described in more detail in the Company’s definitive proxy statement dated April 5, 2011 and filed with the Securities and Exchange Commission on April 5, 2011.
 
The final voting results for proposals 1, 2, 3, 4 and 5, 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 2012 annual meeting of stockholders, the “for” votes received by each director represented a minimum of approximately 93.1% 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
3,406,485
2,731
858,219
Maurice A. Gauthier
3,392,608
16,608
858,219
Clifford M. Kendall
3,406,605
2,611
858,219
Calvin S. Koonce
3,390,579
10,768
866,088
James F. Lafond
3,397,185
12,031
858,219
David M. Osnos
3,175,633
233,583
858,219
Jimmy D. Ross
3,398,408
10,808
858,219
Bonnie K. Wachtel
3,398,343
10,873
858,219

 
Proposal 2 – Ratification of Independent Registered Public Accounting Firm for the year ending December 31, 2011.
 
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 2011 fiscal year, the “for” votes received represented approximately 99.5% of the shares voted at the meeting. The final voting results were as follows:
 
For
Against
Abstentions
Broker Non-Vote
4,129,108
20,395
117,932
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, the “for” votes received represented approximately 78.5% of the shares present at the annual meeting, in person or by proxy, and entitled to vote. The final voting results were as follows:
 
For
Against
Abstentions
Broker Non-Vote
3,349,035
42,722
17,458
858,220
 
 
 
Proposal 4 – 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 79.2% 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
3,380,082
9,960
19,173
858,220

 
Proposal 5 – 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 89.2% 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
1 Year Option
Votes For
2 Year Option
Votes For
3 Year Option
Abstentions
Broker Non-Vote
 
       3,032,221
               9,930
           356,824
           10,240
                  858,220
 

 
 
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
    VSE CORPORATION
    (Registrant)
     
     
     
 Date:  May 9, 2011 By: /s/ Thomas. R. Loftus
    Thomas R. Loftus
    Executive Vice President and Chief Financial Officer