VVX 8-K
V2X, Inc. (VVX)
8-K
2024-05-13
For: 2024-05-09
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 9, 2024
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|
|
|
|
(Commission
|
(IRS Employer |
| File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(571 ) 481-2000
(Registrant's Telephone Number, Including Area Code)
Securities Registered Under Section 12(b) of the Act:
|
Title of each class
|
Trading
symbol(s)
|
Name of each exchange on which registered
|
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
|
Appointment of Jeremy Wensinger as President, Chief Executive Officer, and Member of the Board of Directors
On May 13, 2024, the Board of Directors (the “Board”) of V2X, Inc. (the “Company”) announced the appointment of Mr. Jeremy Wensinger as President, Chief Executive
Officer (“CEO”), and a Class III Director of the Board, effective June 17, 2024.
Prior to joining the Company, Mr. Wensinger, age 60, served as the Chief Operating Officer of Peraton, Inc., a leading provider of national security solutions and
services, since 2017. Prior to joining Peraton, Mr. Wensinger served as a principal at Augusta Management Strategies, as president of the National Security Solutions business of PAE Government Services, Inc., chief operating officer of Global
Technical Systems, Inc., chairman and president of Cobham Defense Systems and in various leadership roles at Harris Corporation. Mr. Wensinger earned a bachelor’s degree in finance from Bowling Green State University and an MBA in finance and
management from the University of South Florida.
There is no arrangement or understanding with any person pursuant to which Mr. Wensinger was appointed as President, CEO, and a member of the Board, other than as
described herein. In connection with Mr. Wensinger’s appointment as a member of the Board, Mr. Wensinger is expected to enter into the Company’s standard form of indemnification agreement, the form of which has been previously filed with the
Securities and Exchange Commission. There are no family relationships among any of the Company’s directors or executive officers and Mr. Wensinger. Mr. Wensinger is not a party to any transactions with the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Compensatory Arrangements of President and Chief Executive Officer
In connection with Mr. Wensinger’s appointment as President and CEO, on May 5, 2024, the Company and Mr. Wensinger entered into an offer letter (the “Offer Letter”),
pursuant to which Mr. Wensinger is entitled to (i) an annual base salary of $1,000,000, (ii) participate in the Company’s annual incentive plan, with a 2024 annual incentive target equal to 125% of Mr. Wensinger’s base salary earned during the
2024 fiscal year, (iii) a replacement compensation cash award of $400,000, payable in early 2025 and subject to Mr. Wensinger’s continued employment through the payment date, (iv) participate in the Company’s annual long-term incentive program,
with a 2024 target grant date fair value equal to $4,250,000 and granted 50% in the form of time-vesting restricted stock units (“RSUs”) and 50% in the form of performance-vesting RSUs (“PSUs”), (v) a one-time special PSU grant of 20,000 shares
that will vest subject to the achievement of Company stock price and relative total shareholder return objectives by December 31, 2025, and (vi) reimbursement for up to $25,000 in reasonable attorneys’ fees incurred in connection with the Offer
Letter and any related agreements.
Under the terms of the Offer Letter, Mr. Wensinger is also eligible to participate in the Senior Executive Severance Plan (the “Severance Plan”) and the Special Senior
Executive Severance Plan (the “Special Severance Plan”). Under the Severance Plan, in the event Mr. Wensinger’s employment is terminated without cause and not in connection with a change in control of the Company, he will be entitled to receive
up to 18 months of his then annual base salary and target annual incentive award, subject to the terms of the Plan. Under the Special Severance Plan, in the event Mr. Wensinger’s employment is terminated in connection with certain change of
control events, Mr. Wensinger will be entitled to receive compensation at a level of 2.5 times his then annual base salary and target annual incentive award, subject to the terms of the Special Plan.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy
of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Departure of Charles Prow as President, Chief Executive Officer
On May 9, 2024, Mr. Prow was separated as President and CEO of the Company, effective June 17, 2024. In connection with Mr. Prow’s departure, he will receive separation
benefits consistent with a qualifying termination of employment without cause following an acceleration event related to the July 2022 merger of Vectrus, Inc. and Vertex Aerospace Services Holding Corp., as set forth in the Special Plan, subject
to his execution of a general release of claims. In addition, due to Mr. Prow’s satisfaction of the age and service requirements for retirement, certain of his outstanding equity awards will be eligible for full vesting in accordance with their
terms and subject to his compliance with non-competition and non-solicitation restrictive covenants. Mr. Prow’s entitlements under the Special Plan and his outstanding equity awards are further described in the Company’s Definitive Proxy
Statement, filed with the Securities and Exchange Commission on March 20, 2024. The Company expects to enter into a separation agreement with Mr. Prow that will memorialize his entitlements under the Special Plan and the applicable outstanding
equity awards, and will file any such agreement as an exhibit to an applicable subsequent public filing.
|
Item 8.01.
|
Other Events.
|
On May 13, 2024, the Company issued a press release entitled, “V2X, Inc. Announces Executive Leadership Transition.” A copy of the press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit
|
|
Description
|
|
|
Offer Letter between Jeremy Wensinger and the Company dated May 5, 2024
|
|
| |
Press Release dated May 13, 2024
|
|
|
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: May 13, 2024
|
||
| By: |
/s/ Kevin T. Boyle | |
| Kevin T. Boyle | ||
|
Chief Legal Officer, General Counsel and Corporate Secretary
|
||
Exhibit 10.1
May 5, 2024
Mr. Jeremy Wensinger
Dear Jeremy;
The purpose of this letter is to set forth the terms and conditions of your offer of employment for the position of President and Chief Executive Officer of V2X, Inc.
(the “Company” or “V2X”); effective June 17, 2024 or such earlier date as mutually agreed
to by you and the Company (the “Effective Date”).
| 1. |
POSITION AND DUTIES. You will serve in the positions of President and Chief Executive Officer of the Company. For your term as President and Chief Executive Officer, the
Company will cause you to be appointed as a member of the Board of Directors of V2X (the “Board”) and, following your initial term, will cause you to be
nominated for re-election as a member of the Board. As President and Chief Executive Officer, you will report solely and exclusively to the Board and you agree to perform diligently and to the best of your abilities the duties and
services appertaining to such offices as set forth in the Bylaws of the Company in effect on the Effective Date, as well as such additional duties and services appropriate to such offices that the parties may agree upon from time to
time. Upon the Effective Date, your principal place of work will be McLean, Virginia. During your term of employment with the Company, you will devote your full business time and efforts to the business and affairs of the Company
and its subsidiaries, provided that you will be entitled to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage your personal and family investments, in each case, to the extent
such activities do not materially interfere with the performance of your duties and responsibilities to the Company. You will not become a director of any for profit entity without first receiving the approval of the Nominating and
Governance Committee of the Board.
|
| 2. |
COMPENSATION AND BENEFITS
|
| a. |
Annual Base Salary. Your beginning annual base salary will be $1,000,000, which will be paid in
accordance with the Company’s standard payroll schedule. Your salary will be subject to review by the Compensation and Human Capital Committee of the Board (the “Compensation
Committee”) from time to time for consideration of possible changes based on your performance and other relevant circumstances.
|
| b. |
Target Annual Incentive. During the term of your employment as President and Chief Executive Officer,
you will participate in our annual incentive plan for similarly situated executive officers. For fiscal year 2024, your annual incentive target opportunity will be 125% of base salary earned. To the extent earned, your annual incentive
will be paid within 2½ months following the fiscal year to which the annual incentive relates, after the Compensation Committee has determined and approved the amount earned.
|
| c. |
Replacement Compensation. In recognition of your forfeited bonus with your prior employer and as an
inducement for you to accept this offer, we will provide an additional cash award of $400,000. This additional cash bonus will be paid to you with the regular performance bonuses in 2025 (and in any event no later than March 15, 2025),
subject to your continued employment through the payment date.
|
| d. |
Annual Long-Term Incentive Awards. During your employment as President and Chief Executive Officer, you
will be eligible to participate in the Company’s Long-Term Incentive Award Program, the terms of which are established annually by the Compensation Committee. Your 2024 long-term incentive awards will be valued using the same methodology
used to value 2024 long-term incentive awards granted to other executive participants. Fifty percent (50%) of your 2024 long-term incentive award will be in the form of an equity incentive opportunity tied to relative total shareholder
return (PSUs) and fifty percent (50%) will be in the form of time-vesting restricted stock units (RSUs), in each case, with the same vesting conditions applicable to the 2024 grants for the other executive participants. Awards are
typically granted during March of each year. For 2024, you will be granted long-term incentive awards with a target grant date fair value equal to $4,250,000, with the awards to be granted within 14 days of the Effective Date, subject to
the terms of the applicable plan and the Company’s form of award agreements for the 2024 annual long-term incentive awards.
|
| e. |
Special PSU Award. As a one-time incentive and as an inducement for you to join the Company, you will
receive a special PSU award of 20,000 shares. This award will be eligible for vesting based on the achievement of Company stock price and relative total shareholder return objectives by December 31, 2025, as approved by the Compensation
Committee. The special PSU award will be granted within 14 days of the Effective Date, subject to the terms of the applicable plan and the underlying award agreement.
|
| f. |
Benefits. You and your eligible dependents will be eligible to participate in the benefit programs and
plans of the Company and its subsidiaries, subject to the applicable terms and conditions of such programs and plans, as is in effect from time to time. Nothing in this letter agreement shall limit the Company’s ability to change, modify,
cancel or amend any such programs or plans.
|
| g. |
Restrictive Covenants. Executive will be subject to all restrictive covenants to which the other
executives are subject.
|
| h. |
Paid Time Off (PTO). You will be eligible to participate in our PTO program applicable to similarly
situated employees of the Company. You will be eligible for 21 days of PTO annually. PTO is accrued on each bi-weekly pay date.
|
| i. |
Attorneys’ Fees. The Company will reimburse you reasonable attorneys’ fees, up to $25,000, incurred by
you in connection with the negotiation and documentation of this letter agreement and any related agreements, in accordance with the Company’s expense reimbursement policy, provided that such reimbursement shall be paid no later than August
1, 2024.
|
| 3. |
TERMINATION OF EMPLOYMENT.
|
| a. |
Executive will participate in the Company’s Senior Executive Severance Plan at a level of 18 months of your then annual base salary and target annual incentive award for
termination without cause and the Special Senior Executive Severance Plan for termination associated with certain change of control events at a level of 2.5 times your then annual base salary and target annual incentive award. Your
entitlement to severance under these severance plans will be subject to all of the terms and conditions of the plans as in effect at the time of termination of your employment, including your requirement to enter into a release of claims in
favor of the Company, and nothing herein will limit the Company’s right to amend or terminate the plans in accordance with their terms.
|
| b. |
Upon any termination of your employment for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by you, you shall be deemed to
have resigned from any and all directorships, committee memberships, and any other positions you hold with the Company, its subsidiaries or affiliates or any other entities for which you serve as a representative of the Company, including,
but not limited to, the Board.
|
| 4. |
MISCELLANEOUS
|
| a. |
Contingencies.
|
| i. |
In order to comply with the Immigration Control Reform Act of 1986, each employee must complete the enclosed I-9 Form verifying employment eligibility. You should bring with you
on the first day of work an original birth certificate or other document as specified in the enclosed information sheet as to proof of U.S. citizenship. This offer of employment is contingent upon completion of the I-9 Form and providing
required documentation.
|
| ii. |
The terms and conditions of your employment will be governed by standard Company policy. This offer is also contingent upon successful completion of a drug screening test and the
passage of a background check prior to employment. Failure to complete these items within the prescribed time will result in withdrawal of the offer.
|
| iii. |
You must successfully complete all security clearance requirements in a timely manner. If you do not currently have a clearance or require renewal of your clearance and are
required to complete an EQIP, you must submit your EQIP forms within seven (7) business days. Inability to meet security standards and maintain a security clearance may result in the withdrawal of the offer or termination of your
employment.
|
| b. |
Company Policies. As a Company employee, you will be expected to abide by Company policies and
procedures, and acknowledge in writing that you have read and will comply with the Company’s Employee Handbook. Such policies will include, without limitation, stock ownership guidelines, clawback policies, insider trading policies and
policies regarding hedging or pledging of Company Common Stock.
|
| c. |
Notices. Notices given pursuant to this letter agreement shall be in writing and shall be deemed
received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) registered or certified mail, return receipt requested, postage paid, or (iii) such other method of delivery as provides a
written confirmation of delivery. Notice to the Company shall be directed to: SVP, Chief Human Resources Officer, V2X, Inc., 7901 Jones Branch Drive, Suite 700, McLean, Virginia 22102. Notices to or with respect to you will be directed to
you, or in the event of your death, your executors or personal representatives, at your home address as set forth in the records of the Company.
|
| d. |
Assignment of this Letter Agreement. This letter agreement is personal to you and shall not be
assignable by you without the prior written consent of the Company. This letter agreement shall inure to the benefit of and be binding upon the company and its respective successors and assigns. The Company may assign this letter
agreement, without your consent to any successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets
of the Company, as applicable. If and to the extent that this letter agreement is so assigned, the “Company” as used throughout this letter agreement shall mean the company as hereinbefore defined and any successor to its business and/or
assets as aforesaid. In the event of your death, all amounts and benefits then payable or otherwise due to you will be paid or provided to your estate except to the extent you have appointed a beneficiary in writing pursuant to the terms
of any particular plan, policy or arrangement.
|
| e. |
Merger of Terms. Except as expressly provided herein, this letter agreement supersedes all prior
discussions and agreements between you and the Company with respect to the subject matters covered herein.
|
| 5. |
COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE. This agreement is intended to comply with Section 409A of the Internal Revenue Code (“the Code”), or any applicable
exemption therein, and will be interpreted in a manner consistent with such intent, and each payment hereunder shall be considered a separate payment. To the extent any reimbursements or in-kind benefits due under this letter agreement
constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Accordingly, (a) all such reimbursements will
be made not later than the last day of the calendar year after the calendar year in which the expenses were incurred, (b) any right to such reimbursements or in-kind benefits will not be subject to liquidation or exchange for another
benefit, and (c) the amount of the expenses eligible for reimbursement, or the amount of any in-kind benefit provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or the in-kind benefits
provided, in any other taxable year. The Company shall consult with you in good faith regarding the implementation of the provisions of this section; provided that neither the Company nor any of its employees or representatives shall have
any liability to you with respect thereto.
|
| 6. |
TAX WITHHOLDING. All amounts under this Agreement shall be paid less any applicable federal, state or other tax withholdings and all required payroll deductions.
|
| 7. |
CONFLICTS. To the extent the terms of any benefits plan or program or award agreement conflict with the terms of this Agreement, the terms of such benefits plan or program or award
agreement shall control.
|
|
8.
|
REPRESENTATIONS. The Company and you acknowledge and agree that you are party to an employment agreement dated June 1, 2017 (your “Prior
Employment Agreement”) that includes certain restrictive covenants which would not prevent you from carrying out your responsibilities for the Company. By accepting this offer, you represent and warrant that other than your Prior
Employment Agreement you are not bound by any employment contract, restrictive covenant, or other restriction preventing you from carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of
this letter agreement. You further represent and warrant that you will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.
|
Please contact me with any questions concerning this letter. Please acknowledge your acceptance of our offer by signing one copy of this letter and returning it to
me. You may retain the additional copy for your personal files.
On behalf of the V2X Board of Directors, we are very pleased to extend you this offer. We look forward to welcoming you to V2X and to working with you.
|
Very truly yours,
|
|
|
/s/ Phillip C. Widman, Chair
|
|
|
Phillip C. Widman, Chair
|
|
|
V2X Compensation &
|
|
|
Human Capital Committee
|
| Cc: |
Mary Howell, Non-Executive Chairman of the Board, V2X, Inc.
|
|
|
Mel Parker, Chair Nominating and Governance Committee, V2X, Inc.
|
I accept the offer as set forth in this letter:
|
/s/ Jeremy Wensinger
|
May 5, 2024 |
|
|
Jeremy Wensinger
|
Date |
Exhibit 99.1
V2X, Inc. Announces Executive Leadership Transition
Jeremy Wensinger Appointed President and CEO, Succeeding Chuck Prow
MCLEAN, Va., May 13, 2024 – V2X, Inc. (NYSE: VVX), a leading provider of global mission solutions, announced today that Jeremy
Wensinger has been appointed President, Chief Executive Officer and a member of the company’s Board of Directors, succeeding Chuck Prow. This appointment, which is effective as of June 17, 2024, is the result of a thorough Board-led succession
planning process designed to ensure a smooth transition and continue V2X’s positive business momentum.
Mr. Wensinger has had a highly distinguished 35-year career as a defense and government services industry executive. He most recently served as Chief
Operating Officer of Peraton Inc., a next-generation national security company providing solutions and services primarily to the U.S. government with $7 billion in annual revenue. Mr. Wensinger previously served in various leadership roles at
Harris Corporation, Cobham PLC, and PAE Government Services, Inc. Throughout his career, he has demonstrated strong leadership and organizational management in driving organic growth, implementing strong business development processes and
differentiated technology strategies, executing business integrations, and leading business improvement initiatives.
“Following a thorough process to identify our next CEO, the Board is confident that Jeremy is a strong, experienced leader for V2X’s next chapter of
growth,” said Mary Howell, Chairman of V2X’s Board of Directors. “He has a proven track record of delivering best-in-class financial and operational performance within the broad defense services and aerospace industry, as well as a strategic
approach to managing businesses, building strong stakeholder relationships, and creating value.”
Mr. Wensinger said, “I am honored to join the V2X team as CEO. I look forward to building on the considerable growth and operating improvements V2X has
made, while taking a fresh look at the areas of the business where we can further capitalize on the full potential of our market opportunity. I am eager to begin working with the Board,
leadership, and talented V2X team to execute on our strategic and financial goals and drive shareholder value.”
“As the company nears the two-year anniversary of completing the transformational merger of Vectrus with Vertex to create the V2X platform, we thank
Chuck for his dedication and valuable contributions,” Mrs. Howell said. “During his tenure as CEO, the company delivered significant organic growth as well as further diversified its contract and customer base, established entirely new
technological and service capabilities, and delivered an enhanced customer and employee experience. We look forward to building upon these successes.”
“I would like to thank V2X’s employees, as well as our clients and industry partners, for their trust and confidence in the journey which is now V2X,”
Mr. Prow said. “Leading the talented men and women of V2X, deployed globally in support of some of our nation’s most critical missions, has been an honor and privilege.”
About V2X
V2X builds smart solutions designed to integrate physical and digital infrastructure – by aligning people, actions, and outputs. Formed by the merger of
Vectrus and Vertex, we bring a combined 120 years of successful mission support. Our lifecycle solutions improve security, streamline logistics, and enhance readiness. The Company delivers a comprehensive suite of integrated solutions across the
operations and logistics, aerospace, training, and technology markets to national security, defense, civilian and international clients. Our global team of approximately 16,000 employees brings innovation to every point in the mission lifecycle,
from preparation to operations, to sustainment, as it tackles the most complex challenges with agility, grit, and dedication.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking
statements intended to qualify for the safe harbor from liability established by the Act. These forward-looking statements include, but are not limited to, all the statements in this release that are not historical, including, without limitation,
goals for future performance, results and value, our long-term growth outlook and targets and related assumptions and drivers, as well as the expected execution and effect of our business strategies, expectations regarding management transition
plans, and any discussion of future operating or financial performance.
Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intent,” “estimate,”
“anticipate,” “believe,” “could,” “potential,” “continue,” “can,” “goal,” “long-term,” “drive,” “next,” and variations of such words and or similar expressions and terminology. These statements are based on the beliefs and assumptions of the
management of the Company based on information currently available to management.
These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks,
uncertainties, assumptions, and other important factors, many of which are outside our management’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. In addition,
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. For a discussion of some of the
risks and uncertainties that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other
filings with the SEC.
We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release,
whether as a result of new information, future events or otherwise, except as required by law.
Investor Contact
Mike Smith, CFA
Vice President, Treasury, Corporate Development and Investor Relations
[email protected]
719-637-5773
Vice President, Treasury, Corporate Development and Investor Relations
[email protected]
719-637-5773
Media Contact