V2X, Inc 8-K, filed May 12, 2025
V2X, Inc. (VVX)
8-K
2025-05-12
For: 2025-05-07
View Original
Added on
April 07, 2026
About this 8-K
V2X, Inc filed this 8-K on May 12, 2025, reporting on events of May 7, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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 7, 2025
(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.
Third Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan
As described below, at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of V2X, Inc. (the “Company”), the shareholders of the Company approved the third 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 February 27, 2025.
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 900,000 shares. A more complete description of the terms of the Amended Omnibus Plan can be found in “Proposal Four: Approval of the Third 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 March 20, 2025 (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 2025 Annual Meeting was held on May 8, 2025. The results of voting at the 2025 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 2028 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 | 28,537,992 | 613,094 | 24,054 | 1,271,965 | ||||||||||||||||||||||
Eric M. Pillmore | 28,382,172 | 768,757 | 24,211 | 1,271,965 | ||||||||||||||||||||||
Joel M. Rotroff | 23,725,097 | 5,436,465 | 13,578 | 1,271,965 | ||||||||||||||||||||||
Neil D. Snyder | 23,280,095 | 5,869,993 | 25,052 | 1,271,965 | ||||||||||||||||||||||
2. Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was approved by the following vote.
For | Against | Abstain | ||||||||||||
30,364,529 | 64,424 | 18,152 | ||||||||||||
3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers in fiscal year 2024 by the following vote.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
28,796,926 | 258,879 | 119,335 | 1,271,965 | |||||||||||||||||
4. Approval of the third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan by the following vote.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
23,732,884 | 5,322,908 | 119,348 | 1,271,965 | |||||||||||||||||
Item 8.01 Other Events
On May 7, the Board of Directors of the Company authorized and approved a share repurchase program for our common stock, effective May 12, 2025, under which the Company may purchase shares on the open market, through block traders, trading plans or privately negotiated transactions. The Company has authorization to repurchase up to an aggregate of $100 million of the Company’s common stock for a three-year term ending on May 12, 2028. Such authorization will continue until the program is used, terminated or replaced. The timing and number of shares to be repurchased (if any) will be determined by the Company and may depend on a number of factors including market conditions and other business considerations. The share repurchase program does not require the Company to repurchase shares of its common stock and it may be amended, suspended or discontinued at any time.
On May 12, 2025, the Company issued a press release announcing the share repurchase program, which 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 No. | Description | |||||||
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.
| Dated: May 12, 2025 | V2X, INC. | |||||||
| By: | /s/ Sarita B. Malakar | |||||||
| Sarita B. Malakar | ||||||||
| Corporate Secretary | ||||||||
V2X Approves Share Repurchase Program RESTON, Va., May 12, 2025 — V2X, Inc. (NYSE:VVX) today announced that its Board of Directors has approved a share repurchase program under which the Company may purchase, from time to time, up to $100 million of the Company’s common stock for a three- year term ending on May 12, 2028. Jeremy C. Wensinger, President and Chief Executive Officer of V2X stated, “We are excited to announce a $100 million share repurchase program, which reflects the strength in our business and our commitment to enhancing shareholder returns through a disciplined capital allocation strategy. We are focused on maximizing shareholder returns while investing for growth, which is supported by our strong end markets, revenue visibility, backlog, balance sheet, and high free cash flow. The purchases under the share repurchase program may be made from time to time (i) through open market purchases, block trades, privately negotiated transactions, one or more trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or any combination of the foregoing, in each case in accordance with applicable laws, rules and regulations or (ii) in such other manner as will comply with the provisions of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any share repurchases will be determined by V2X in its discretion and will be subject to market and economic conditions, prevailing share prices, loan covenants, applicable legal and regulatory requirements, alternative investment opportunities, and other factors. The share repurchase program does not require V2X to repurchase shares of its common stock and it may be amended, suspended or discontinued at any time. About V2X V2X builds innovative solutions that integrate physical and digital environments by aligning people, actions, and technology. V2X is embedded in all elements of a critical mission's lifecycle to enhance readiness, optimize resource management, and boost security. The company provides innovation spanning national security, defense, civilian, and international markets. With a global team of approximately 16,000 professionals, V2X enables mission success by injecting AI and machine learning capabilities to meet today's toughest challenges across all operational domains. Exhibit 99.1
Investor Contact Media Contact Mike Smith, CFA Angelica Spanos Deoudes IR@goV2X.com Communications@goV2X.com 719-637-5773 571-338-5195 Safe Harbor Statement 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, the strength of our business, our commitment to enhancing shareholder returns, capital allocation strategy and investing for growth. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “could,” “potential,” “continue” or similar 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 undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.