VSE Corporation 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Directors: Anita D. Britt

VSE Corporation’s own tally for this item (“Elect Director: Anita D. Britt”): 17,982,607 for, 758,492 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 10,000,190 for, 507,340 withheld, 47,295 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: Bonnie K. Wachtel

VSE Corporation’s own tally for this item (“Elect Director: Bonnie K. Wachtel”): 18,264,839 for, 476,260 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 10,447,671 for, 63,628 withheld, 43,526 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: Edward P. Dolanski

VSE Corporation’s own tally for this item (“Elect Director: Edward P. Dolanski”): 17,982,862 for, 758,237 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 10,000,190 for, 507,340 withheld, 47,295 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: John A. Cuomo

VSE Corporation’s own tally for this item (“Elect Director: John A. Cuomo”): 18,670,616 for, 70,483 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 99.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 10,551,734 for, 3,091 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: John E. Potter

VSE Corporation’s own tally for this item (“Elect Director: John E. Potter”): 17,647,885 for, 1,093,214 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 9,992,504 for, 509,258 withheld, 53,063 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: Lloyd E. Johnson

VSE Corporation’s own tally for this item (“Elect Director: Lloyd E. Johnson”): 17,843,409 for, 897,690 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 9,992,857 for, 509,182 withheld, 52,786 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: Mark E. Ferguson III

VSE Corporation’s own tally for this item (“Elect Director: Mark E. Ferguson III”): 17,502,269 for, 1,238,830 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 9,544,747 for, 964,047 withheld, 46,031 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Election of Directors: Ralph E. Eberhart

VSE Corporation’s own tally for this item (“Elect Director: Ralph E. Eberhart”): 18,628,163 for, 112,936 withheld, per its Form 8-K filed May 9, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1: Election of Directors With respect to the election of eight directors to serve for a one-year term until the Company's 2026 annual meeting of stockholders and until their successors are duly elected and qualified, the final voting results were as follows: As a result, each of the eight …”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 83 asset managers below reported 10,549,539 for, 1,918 withheld, 3,368 abstained.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Approval of an amendment to VSE's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 23,000,000 shares to 44,000,000 shares.

VSE Corporation’s own tally for this item (“2. Approval to Amend the Certificate of Incorporation With respect to the vote to approve the amendment to VSE Corporation's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to incr”): 19,202,785 for, 162,068 against — passed, per its Form 8-K filed May 9, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the proposal to amend the Certificate of Incorporation was approved.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 10,527,422 for, 32,620 against.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

Description as filed by funds: Approval of the amendment and restatement of the VSE Corporation 2006 Restricted Stock Plan.

VSE Corporation’s own tally for this item (“3. Approval to Amend and Restate the Plan With respect to the vote to approve the amendment and restatement of the Company's 2006 Restricted Stock Plan, as amended (the "Plan"), to increase the number of shares available”): 18,658,801 for, 79,872 against — passed, per its Form 8-K filed May 9, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the proposal to amend and restate the Plan was approved.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 10,555,250 for, 5,491 against.

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

Description as filed by funds: Approval, on a non-binding advisory basis, of VSE's named executive officer compensation.

VSE Corporation’s own tally for this item (“5. Non-Binding Advisory Vote on the Company's Executive Compensation With respect to the non-binding advisory vote to approve the Company's Executive Compensation, the final voting results”): 10,710,668 for, 7,783,684 against — passed, per its Form 8-K filed May 9, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the proposal to approve the Company's executive compensation on an advisory basis was approved.”
Support: 58% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of VSE Corporation’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (3 managers, 14,875 for, 41,443 against).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 81 managers: 5,651,605 for, 4,691,317 against, 173,968 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 161 managers: 8,308,457 for, 5,225,296 against, 65,225 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2025.

VSE Corporation’s own tally for this item (“4. Ratification of Grant Thornton LLP as Independent Registered Public Accountant With respect to the vote on the ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accou”): 19,346,896 for, 15,699 against — passed, per its Form 8-K filed May 9, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “As a result, the proposal to ratify Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 was approved.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 10,560,042 for.

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.