V2X, Inc. 8-K

What Happened

• V2X, Inc. filed an 8-K reporting that at its May 7, 2026 Annual Meeting the term of director Steven L. Waechter (age 76) ended; he was not renominated due to the Company’s governance rule limiting nominations to persons age 75 or younger. The Company says his departure was not due to any disagreement with the Company. The Board was reduced from ten to nine members with elimination of one Class III director position. Committee changes effective May 8, 2026: Gerard A. Fasano will replace Mr. Waechter on the Compensation committee and Nicole B. Theophilus will replace him on the Nominating & Governance committee.

Key Details

• Meeting date: May 7, 2026. Waechter age: 76; governance cutoff: 75 at time of nomination.
• Class III director election results (three-year terms to expire 2029):
  • Melvin F. Parker — For: 26,771,119; Against: 1,255,126; Abstain: 6,539; Broker Non-Votes: 1,431,946.
  • Ross S. Niebergall — For: 27,563,152; Against: 463,991; Abstain: 5,641; Broker Non-Votes: 1,431,946.
  • Jeremy C. Wensinger — For: 27,369,904; Against: 656,217; Abstain: 6,663; Broker Non-Votes: 1,431,946.
• Auditor ratification: RSM US LLP was ratified for fiscal 2026 — For: 29,441,872; Against: 14,187; Abstain: 8,671.
• Advisory say-on-pay (2025 NEO compensation) approved — For: 27,646,063; Against: 239,644; Abstain: 147,077; Broker Non-Votes: 1,431,946.

Why It Matters

• The removal of Mr. Waechter under the Company’s age policy and the reduction of the Board size change board composition and committee membership, which can affect governance and oversight.
• Shareholder votes show clear support for the re-election of the named directors, ratification of the independent auditor (RSM US LLP), and the company’s 2025 executive compensation on an advisory basis — all governance matters investors monitor for corporate stability and management accountability.