VSE Shareholders Back Preferred Stock Plan as CEO Touts Aviation Growth

Key Points

• VSE shareholders approved all four proposals at the 2026 annual meeting, including electing eight directors, reappointing Grant Thornton as auditor, approving executive compensation, and authorizing blank check preferred stock.
• CEO John Cuomo said VSE has completed its shift into a pure-play aviation aftermarket business, with 2025 revenue topping $1.1 billion and improved profitability supported by demand, acquisitions, and OEM partnerships.
• VSE also completed the Precision Aviation Group acquisition on May 5, which management says will expand capabilities, scale, and long-term growth in aviation parts, distribution, and MRO services.

VSE NASDAQ: VSEC held its 2026 Annual Meeting of Stockholders on May 7, with shareholders approving all four proposals presented, including the election of directors, ratification of the company’s auditor, approval of executive compensation on an advisory basis and an amendment authorizing the issuance of blank check preferred stock.

Tobi Lebowitz, VSE’s Chief Legal Officer and Corporate Secretary, said the company had 28,055,393 shares outstanding as of the March 10, 2026 record date. She reported that 26,211,532 shares were present in person or by proxy, representing about 93.4% of outstanding shares and establishing a quorum.

Shareholders Approve Board Slate and Auditor

Stockholders elected eight directors to serve for the ensuing year: John Cuomo, Anita Britt, Edward Dolanski, Mark Ferguson, Lloyd Johnson, Jack Potter, Bonnie Wachtel and Ralph Eberhart. Lebowitz reported that an average of 23,974,248 shares, or 95.3%, were voted in favor of the director nominees, while an average of 1,178,658 shares, or 4.7%, were withheld.

Shareholders also ratified Grant Thornton LLP as VSE’s independent registered public accounting firm for the year ending Dec. 31, 2026. The proposal received 26,177,917 votes in favor, or 99.9%, with 24,941 votes against and 8,674 abstentions.

Executive Pay and Preferred Stock Amendment Pass

The company’s advisory vote on named executive officer compensation was approved with 19,719,357 shares, or 78.4%, voting in favor. Lebowitz said 5,421,818 shares, or 21.6%, voted against the resolution, while 11,732 shares abstained.

Stockholders also approved an amendment to VSE’s restated certificate of incorporation to authorize the issuance of blank check preferred stock. The proposal received 21,080,048 votes in favor, or 75.1%, while 4,068,006 shares, or 14.5%, voted against and 4,853 shares abstained. The company said the proposal required approval by a majority of outstanding shares entitled to vote.

CEO Highlights Aviation Aftermarket Transformation

Following the formal business portion of the meeting, President and Chief Executive Officer John Cuomo said 2025 was “a defining year” for VSE, citing the company’s completion of its transformation into a pure-play aviation aftermarket business.

Cuomo said VSE delivered revenue exceeding $1.1 billion in 2025, supported by demand across aviation end markets, expanding original equipment manufacturer partnerships and contributions from recent acquisitions. He also said the company improved profitability, strengthened its balance sheet and positioned itself for further growth.

Operationally, Cuomo said VSE continued scaling its aviation platform by expanding repair capabilities, increasing distribution reach and enhancing its global footprint. He said these investments position the company in “higher value, higher margin segments of the aviation aftermarket.”

Cuomo also pointed to the additions of Turbine Weld and Aero 3, which he said expanded VSE’s capabilities in engine and wheel and brake-focused parts distribution and repair solutions.

Precision Aviation Group Acquisition Completed

Cuomo said VSE completed the acquisition of Precision Aviation Group on Tuesday, May 5. He described the deal as “highly strategic and complementary,” saying it expands VSE’s capabilities, broadens its customer offering and enhances its scale in the global aviation aftermarket.

With the acquisition, Cuomo said VSE is strengthening its position as an independent provider of aviation parts, distribution and MRO services. He said the company sees opportunities to accelerate growth, expand margins and create long-term shareholder value.

Company Says 2026 Is Off to a Strong Start

Cuomo said VSE is off to a “strong and record start” in 2026, with first-quarter revenue and profit reflecting balanced contributions across its distribution and MRO channels. He cited strong organic growth, robust commercial engine aftermarket activity, execution on new programs, market share gains and contributions from recent acquisitions.

Addressing broader market conditions, Cuomo said that despite near-term macroeconomic uncertainty, including elevated oil prices, VSE has not seen a pullback in airline capacity, OEM production plans or operator demand. He said activity levels remain healthy and demand for aftermarket services continues to be supported by strong global fleet utilization.

No shareholder questions were submitted during the meeting, according to Lebowitz. The meeting was then adjourned.

About VSE NASDAQ: VSEC

VSE Corporation NASDAQ: VSEC is a provider of aftermarket distribution and supply chain management services serving both government and commercial markets. The company's solutions span a wide range of industries, with particular emphasis on defense, aerospace and transportation. VSE's core mission is to ensure mission readiness by delivering critical parts, maintenance and technical support for equipment throughout its lifecycle.

Through its Distribution Services segment, VSE sources, markets and distributes replacement parts and components for commercial truck, bus, rail and specialty vehicle applications.

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