VSE (VSEC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, to be held virtually; record date is March 10, 2026.

• Focused transformation into a pure-play aviation aftermarket parts and services provider, with record 2025 revenue and margin expansion after divesting the Fleet segment.

• Key 2025 achievements include new OEM partnerships, expanded product lines, acquisitions, and global expansion.

• Board and management emphasize disciplined capital deployment, integration synergies, and long-term value creation.

Voting matters and shareholder proposals

• Four main proposals: election of eight directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation (say-on-pay), and approval to authorize blank check preferred stock.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by November 24, 2026, and nominate directors per by-law and SEC rules.

Board of directors and corporate governance

• Eight director nominees, majority independent, with diverse expertise in aviation, finance, governance, and risk management.

• Board committees: Audit, Compensation & Human Resources, Nominating & Corporate Governance; all committee members are independent.

• Board separation of Chair and CEO roles; annual review of governance guidelines and independence.

• Code of Business Conduct and Ethics and insider trading policy in place.