Vectrus Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan
As described below, at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of V2X, Inc. (the “Company”), the shareholders of the Company approved the second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (the “Amended Omnibus Plan”) previously approved by the Board of Directors of the Company on August 18, 2022.
The Amended Omnibus Plan amends and restates the Company’s 2014 Omnibus Incentive Plan, as previously amended and restated (the “2014 Plan”) to, among other things, increase the number of shares of the Company’s common stock available for issuance under the 2014 Plan by an additional 893,000 shares. A more complete description of the terms of the Amended Omnibus Plan can be found in “Proposal Four: Approval of the Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 13, 2022 (the “Proxy Statement”), which description is incorporated herein by reference. The foregoing description and the description incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the Amended Omnibus Plan attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting was held on October 27, 2022. The results of voting at the 2022 Annual Meeting on each of the matters submitted to a vote of the Company’s shareholders are set forth below.
1. Election of each of the persons named below as Class II Directors for a term of three years to expire at the 2025 Annual Meeting of Shareholders, or until their successors are elected and qualified, by the following vote.
| Class II Directors | For | Against | Abstain | Broker Non-Votes | |||||||
| Mary L. Howell | 27,712,749 | 427,967 | 3,873 | 924,370 | |||||||
| Eric M. Pillmore | 27,550,701 | 590,064 | 3,824 | 924,370 | |||||||
| Joel M. Rotroff | 23,927,571 | 4,213,712 | 3,306 | 924,370 | |||||||
| Neil D. Snyder | 23,929,410 | 4,211,969 | 3,210 | 924,370 |
2. Ratification of appointment of RSM US LLP as the independent registered public accounting firm for 2022 was approved by the following vote.
| For | Against | Abstain | ||||
| 29,018,544 | 38,970 | 11,445 |
3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||
| 27,883,045 | 174,604 | 86,940 | 924,370 |
4. Approval of the second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||
| 27,679,263 | 379,923 | 85,403 | 924,370 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | V2X, Inc. Second Amended and Restated 2014 Omnibus Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on September 13, 2022 (File No. 001-36341)) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| V2X, INC. | ||
| Dated: October 28, 2022 | ||
| By: | /s/ Kevin T. Boyle | |
| Kevin T. Boyle | ||
| Chief Legal Officer, General Counsel and Corporate Secretary | ||