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NYSE: VVX V2X, Inc. 8-K

V2X holds routine annual meeting; director Waechter exits due to age limit

Filed May 7, 2026 · Period ending May 7, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • low

    Steven L. Waechter, age 76, departed the board as his term ended due to the company's mandatory retirement age of 75 at nomination. Board size reduced from 10 to 9 members.

  • low

    Shareholders elected three Class III directors (Parker, Niebergall, Wensinger) to three-year terms expiring 2029, each receiving over 26 million votes in favor.

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    RSM US LLP ratified as independent auditor for fiscal 2026 with 29.4 million votes in favor; executive compensation approved with 99% support.

  • low

    Gerard A. Fasano and Nicole B. Theophilus reassigned to fill Waechter's committee seats on Compensation and Nominating & Governance committees, effective May 8, 2026.

Summary

V2X held its 2026 Annual Meeting on May 7, conducting routine shareholder business. The most notable item was the departure of director Steven L. Waechter, whose term ended because he reached age 76, exceeding the company's mandatory retirement age of 75 for board nominees. This was a governance-driven exit with no indication of disagreement.

The board reduced its size from 10 to 9 members rather than replacing him, and reassigned his committee responsibilities to existing directors. Shareholders approved all proposals with strong support, including the election of three Class III directors for three-year terms, ratification of RSM US LLP as auditor, and an advisory vote on executive compensation that received 99% approval.

The filing reflects standard annual meeting activity with no material business developments or governance concerns. Investors should watch for any future board composition changes or governance updates in upcoming proxy materials.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Show 2 minor / wording changes
Added Director departure - Steven L. Waechter low

Added in current filing · verify on EDGAR →

At the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of V2X, Inc. (the “Company”) held on May 7, 2026, the term of Steven L. Waechter, age 76, as a Class III director of the Board of Directors of the Company (the “Board”) ended. Mr. Waechter was not renominated to the Board in accordance with the Company’s Corporate Governance Principles, which require our Board members to be 75 years old or younger at the time of the shareholder meeting at which the individual would be nominated to serve.

Steven L. Waechter, age 76, did not stand for re-election as a Class III director because the company's governance rules require board members to be 75 or younger at nomination time. This was a routine age-limit departure, not related to any disagreement with the company.

Added Board size reduction low

Added in current filing · verify on EDGAR →

In connection with the end of Mr. Waechter’s term as a director on the Board, the size of the Board was reduced from ten members to nine members, with the elimination of one Class III director position.

The board decreased from 10 to 9 members by eliminating one Class III director seat rather than replacing Mr. Waechter. This is a structural change in board composition.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~200 words

V2X held its 2026 Annual Meeting, electing three Class III directors, ratifying RSM US LLP as auditor, and approving executive compensation.

1 Added
Show 1 minor / wording change
Added Executive compensation advisory vote low

Added in current filing · verify on EDGAR →

Approval, on an advisory basis, of the compensation of the Company’s named executive officers in fiscal year 2025 by the following vote:

For | Against | Abstain | Broker Non-Votes

27,646,063 | 239,644 | 147,077 | 1,431,946

Shareholders approved executive compensation for fiscal year 2025 on an advisory basis with 27,646,063 votes in favor. This non-binding say-on-pay vote received approximately 99% support from voting shareholders.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify