V2X (VVX) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, will be held virtually, allowing all shareholders to participate online and vote securely; proxy materials are primarily distributed electronically to reduce environmental impact and costs.

• Shareholders as of March 11, 2026, are eligible to vote on director elections, auditor ratification, and executive compensation; voting can be done online, by phone, mail, or during the virtual meeting.

• The company reported $4.5B in revenue for 2025 (4% growth), $194M operating income (22% growth), and $116M net debt reduction.

Voting matters and shareholder proposals

• Three Class III directors (Melvin F. Parker, Ross S. Niebergall, Jeremy C. Wensinger) are nominated for three-year terms; board recommends voting FOR all nominees.

• Ratification of RSM US LLP as independent auditor for 2026 is recommended.

• Advisory vote on 2025 executive compensation is recommended FOR approval.

• Shareholder proposals for the 2027 meeting must be submitted between Nov 19 and Dec 19, 2026.

Board of directors and corporate governance

• Board consists of 10 directors, 89% independent, with an independent non-executive chairman; all committees are fully independent.

• Board is classified into three staggered classes; regular annual evaluations and skills assessments are conducted.

• Directors must be under 75 at nomination; diversity, experience, and independence are emphasized in board composition.

• Share ownership guidelines require directors to hold 5x their annual cash retainer.