Good morning. Welcome to VSE Corporation's 2026 Annual Meeting of Stockholders. I would like to introduce the first presenter, Tobi Lebowitz. Please go ahead.
Thank you. Good morning. I am Tobi Lebowitz. I serve as Chief Legal Officer and Corporate Secretary for VSE Corporation. Thank you for joining us today for our virtual annual meeting. We have provided electronic versions of our 2025 annual report, 2026 proxy statement, and today's agenda in the participant web portal of this meeting. Now I would like to introduce the chair of VSE's Board of Directors, General Ed Eberhart.
Thank you, Tobi. Good morning and welcome. As the chair of VSE Corporation's board of directors, I will chair this annual meeting for the stockholders of VSE Corporation. Tobi, VSE's lead Chief Legal Officer and Corporate Secretary, will serve as secretary for the purposes of this meeting. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. During the meeting, stockholders who have registered using the control number as printed on their proxy vote card will have the opportunity to submit questions in writing by submitting their question through the designated field of the web portal. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible.
If there are any submitted questions pertinent to the meeting that cannot be answered during the meeting due to time constraints, we will publish responses to each appropriate question on the investor relations portion of our website as soon as possible following the meeting. In keeping with the digital approach to this year's meeting, it is now shortly after 10:00 A.M. Eastern Time on May 7th, and this meeting is officially called to order. Before we begin the formal portion of the meeting, I would like to introduce John Cuomo, our President and Chief Executive Officer, and invite him to say a few words.
Thank you, General Eberhart. Good morning, stockholders and guests. I'm John Cuomo, VSE's President and CEO. Thank you for taking the time to join us today. It's a privilege to lead this business. I'm excited for all that's ahead for VSE and our stockholders.
Well, thank you, John. I would also like to welcome the other directors. Online with us today are board members Anita Britt, Ed Dolanski, Mark Ferguson, Lloyd Johnson, Jack Potter, and Bonnie Wachtel. The following is our agenda for the meeting. First, during the formal portion of the meeting, we will consider and vote on four proposals submitted to the stockholders as VSE's proxy statement. The proposals are to elect eight directors for the ensuing year to ratify the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm. To approve, on an advisory basis, the compensation of our named executive officers. To approve an amendment to VSE's restated certificate of incorporation to authorize the issuance of blank check preferred stock. John Cuomo will then speak on behalf of the management team. Finally, we will look forward to any questions you may have about VSE.
The time and place of this meeting has been fixed by a resolution adopted by the board of directors. Stockholders of record as of March 10th, 2026 are entitled to vote at this meeting. Each share is entitled to one vote with respect to all matters specified in the notice of the meeting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. We have appointed Tobi Lebowitz, Chief Legal Officer and Corporate Secretary, as the Inspector of Election to report on the presence of a quorum and on the voting. Will the Inspector of Election please present evidence that notice of the meeting has been provided?
Thank you. I have a copy of the notice of the meeting and the affidavit of mailing confirming that the meeting materials were mailed and deposited commencing on March 24th, 2026.
The secretary will incorporate a copy of the notice of the meeting, together with the affidavit of mailing and the record of the company's minutes of this meeting. In accordance with Delaware law, the list of stockholders as of the record date has been made available for examination by stockholders for any purpose germane to the meeting for a period of at least ten days prior to the meeting. The Inspector of Election will now report the number of shares present in person and by proxy and will report whether a quorum is present at the meeting.
VSE had 28,055,393 shares outstanding as of the close of business on March 10th, 2026, the record date for the meeting. 26,211,532 shares are present at the meeting in person or by proxy, constituting about 93.4% of the total shares outstanding. A quorum being a majority of the shares outstanding is therefore present.
A quorum being present, the meeting can now proceed to the transaction of business. VSE's 2025 annual report to stockholders, which includes a copy of VSE's Form 10-K with audited consolidated financial statements for the fiscal year ended December 31st, 2025, together with the company's proxy statements, which discusses the matters to be voted on at this meeting, have been distributed to the stockholders. All matters which are required to be presented are contained therein. Accordingly, without objection, we refer you to the annual report and proxy statement, and I direct that these materials be incorporated by reference in the minutes of this meeting. Voting today is by proxy and electronic ballot. Most of our stockholders have already voted, and their shares are being voted accordingly.
Any stockholder who has not yet voted or who wishes to change his or her vote may do so by clicking on the Vote button on their screen and following the instructions provided. Stockholders who have submitted proxies or have previously voted via the Internet and do not wish to change their vote do not need to take any further action. Your votes will be counted automatically at this time. The polls are open for voting on the proposals. The first item of business is the election of the directors of VSE. The slate of nominees for the directors consists of eight persons, namely in the proxy statement. Namely, John Cuomo, Anita Britt, Edward Dolanski, Mark Ferguson, Lloyd Johnson, Jack Potter, Bonnie Wachtel, and me, Ralph Eberhart. All of the company nominees are present, presently serving as directors of the company.
I call upon the Inspector of Elections to report the results of the voting received by proxy and electronically.
An average of 23,974,248 shares, or 95.3%, were voted for the slate of nominees for director, with an average of 1,178,658, or 4.7% of shares withheld from voting.
This proposal required the affirmative vote of a majority of the votes cast for approval. In accordance with the Inspector's report, I declare that the slate of nominees for Director of VSE has been elected. Our second item of business is a vote to ratify the appointment of Grant Thornton LLP as VSE's Independent Registered Public Accounting Firm for the year ending December 31st, 2026. I now call on the Inspector of Election to report the results of the voting received by proxy and electronically.
With respect to the proposal to ratify the appointment of Grant Thornton LLP as VSE's Independent Registered Public Accounting Firm, 26,177,917 shares, or 99.9%, were voted to approve the ratification. 24,941 shares, or 0.1%, were voted against ratification. 8,674 shares, or 0.03%, abstained from voting.
This proposal required the affirmative vote of a majority of the votes cast for approval. In accordance with the inspector's report, I declare that Grant Thornton LLP will serve as VSE's Independent Registered Public Accounting Firm for the year ending December 31st, 2026. Our third item of business is to approve on a non-binding advisory basis the compensation of our named executive officers. Since the vote is advisory, it will not be binding upon the Board of the Compensation and Human Resources Committee, and neither the board nor the committee will be required to take any action as a result of the outcome of the vote on this proposal. The Board and Compensation Committee will, however, carefully consider the outcome of the vote when considering future executive compensation arrangements. I now call on the Inspector of Election to report on the results of the voting received by proxy and electronically.
With respect to the proposal to approve on a non-binding advisory basis the compensation of our named executive officers, 19,719,357 shares, or sorry, 78.4%, were voted to approve the resolution. 5,421,818 shares, or 21.6%, were voted against the resolution. 11,732 shares, or 0.05%, abstained from voting.
This proposal required the affirmative vote of a majority of the votes cast for approval. In accordance with the inspector's report, I declare that the advisory resolution on the company's executive compensation has been approved. Our fourth item of business is a vote to approve an amendment to VSE's restated certificate of incorporation to authorize the issuance of blank check preferred stock. I call upon the Inspector of Election to report the results of the voting received by proxy and electronically.
With respect to the proposal to approve an amendment to VSE's restated certificate of incorporation to authorize the issuance of blank check preferred stock, 21,080,048 shares, or 75.1%, were voted to approve the amendment. 4,068,006 shares, or 14.5%, were voted against the amendment. 4,853 shares abstained from voting.
This proposal required the affirmative vote of a majority of the outstanding shares entitled to vote for approval. In accordance with the inspector's report, I declare that the amendment to VSE's restated certificate of incorporation to authorize the issuance of blank check preferred stock has been approved. There being no further business to come before the meeting, the 2026 Annual Meeting of the Stockholders of VSE Corporation is now adjourned. I will now turn it over to John Cuomo, our President and Chief Executive Officer, who will take a few moments to discuss the current state of our business operations. We will then open the floor to questions. John, please.
Thanks again, General Eberhart. Good morning again, everyone. I'm John Cuomo, President and CEO of VSE Corporation. Thanks for joining us today and for your continued support of VSE. As we reflect on 2025, I'm incredibly proud of what our team accomplished. It was a defining year for VSE. You know, a year in which we completed our transformation into a pure-play aviation aftermarket company while delivering strong financial and operational performance. We built on our momentum with revenue exceeding $1.1 billion, driven by continued demand across our aviation end markets, expanding OEM partnerships, and contributions from recent acquisitions. Just as importantly, we improved profitability, strengthened our balance sheet, and positioned the company for our next phase of exciting growth. Operationally, we continued scaling our aviation platform by expanding repair capabilities, increasing distribution reach, and enhancing our global footprint.
These investments continue to position VSE in higher value, higher margin segments of the aviation aftermarket, where we see durable long-term growth opportunities. We also welcomed two outstanding businesses to the VSE family, Turbine Weld and Aero 3, further expanding our capabilities in engine and wheel and brake-focused parts distribution and repair solutions. None of this would be possible without our people. I want to sincerely thank our employees around the world for their commitment, execution, and dedication to serving our customers each and every day. They are the foundation of VSE's success. Looking ahead, we are continuing to build on the strong foundation from 2025. Earlier this year, we announced, and on Tuesday, May 5th, we completed the acquisition of Precision Aviation Group.
This is a highly strategic and complementary transaction that expands our capabilities, broadens our customer offering, and significantly enhances our scale in the global aviation aftermarket. With this acquisition, we are further strengthening our position as a leading independent provider of aviation parts, distribution, and MRO services. We see meaningful opportunities ahead to accelerate growth, expand margins, and continue to create long-term shareholder value. For 2026, VSE is off to a strong and record start. Our first quarter revenue and profit results reflected balanced contributions across both our distribution and MRO channels, supported by strong organic growth, robust commercial engine aftermarket activity, successful execution on new programs, continued market share gains, and contributions from our recent acquisitions. Despite near-term macroeconomic uncertainty, including elevated oil prices, we have not seen a pullback in airline capacity, OEM production plans, or operator demand.
Activity levels remain healthy, and demand for aftermarket services continue to be supported by strong global fleet utilization. As we move forward, our priorities remain clear. Execute with discipline, successfully integrate our acquisitions, and continue delivering consistent above-market revenue growth and expanded pro-profitability. To our shareholders, this has been an incredible personal and professional journey for me, and I thank you for your continued confidence in VSE. Again, to the VSE global team, thank you for your dedication, performance, and continued focus on each other and our customers. We are so very excited about the future and the opportunities ahead as we continue building VSE into a premier global aviation aftermarket platform. Thank you. General Eberhart, I'll now turn it back over to you.
Thank you, John. At this time, we would like to address any questions from stockholders. As a reminder, only validated stockholders who registered using their control ID printed on their proxy vote card may submit questions through the designated field on the web portal.
There are no questions at this time.
There being no questions, I would again like to thank you for attending the VSE Annual Stockholders Meeting. Thank you. Have a great day.
Thank you. VSE Corporation's 2026 Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now disconnect.