Vectrus, Inc. (Form: 8-K, Received: 06/15/2022 16:45:21)

UNITED STATES
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

Date of Report (Date of earliest event reported): June 15, 2022

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

Indiana	001-36341	38-3924636
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2424 Garden of the Gods Road, Suite 300

Colorado Springs, CO 80919

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 591-3600

Not Applicable

(Former name or former address, if changed since last report)

Securities Registered Under Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	VEC	New York Stock Exchange

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:

¨ 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 5.07 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

On June 15, 2022, Vectrus, Inc. (the “Company”) held a special meeting of its shareholders (the “Special Meeting”) at the Company’s offices located at 7901 Jones Branch Drive, Suite 700, McLean, Virginia 22102, to vote on the proposals identified in the Company’s definitive proxy statement prepared in connection with the transactions contemplated by the Merger Agreement (as defined below) and filed with the Securities and Exchange Commission on May 9, 2022.

As of the close of business on May 6, 2022, the record date for the Special Meeting, there were 11,826,663 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued, outstanding and entitled to vote at the Special Meeting. 10,661,731 of all the shares of issued and outstanding Company Common Stock entitled to vote were represented in-person or by proxy at the Special Meeting. The tables below detail the final voting results for each proposal:

Proposal to approve the issuance of Company Common Stock as merger consideration pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 7, 2022, by and among the Company, Vertex Aerospace Services Holding Corp. (“Vertex”), Andor Merger Sub, Inc. and Andor Merger Sub LLC, as may be amended from time to time (the “Share Issuance Proposal”).

Set forth below are the final voting results for the Share Issuance Proposal:

Votes For		Votes Against			Abstentions			Broker Non-Votes
9,567,758		498,620			5,926			589,427

Proposal to approve an amendment and restatement of the Articles of Incorporation of the Company to change its name to “V2X, Inc.” (the “Charter Amendment Proposal”).

Set forth below are the final voting results for the Charter Amendment Proposal:

Votes For		Votes Against			Abstentions			Broker Non-Votes
10,231,992		421,849			7,890			N/A

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies, in the event that there were not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal or the Charter Amendment Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal and the Charter Amendment Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the Company’s shareholders for approval at the Special Meeting.

ITEM 8.01 OTHER EVENTS.

On June 15, 2022, the Company and Vertex issued a joint press release announcing the final results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of June 15, 2022
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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.

Date: June 15, 2022	VECTRUS, INC.


	By:	/s/ Kevin T. Boyle
	Its:	Chief Legal Officer, General Counsel and Corporate Secretary

Exhibit 99.1

Vectrus Shareholders Approve Combination with Vertex

Following Transaction Close, Newly Combined Company Will be Renamed V2X, Inc.;
to Trade on NYSE under New Ticker: VVX

COLORADO SPRINGS, Colo., June 15, 2022 – Vectrus, Inc. (NYSE: VEC) today announced that based on voting results from the Special Meeting of Shareholders held today, Vectrus shareholders voted to approve the combination with Vertex. Following the close of the transaction, the combined company will be renamed V2X, Inc, and its common stock will trade on the NYSE under a new ticker symbol, “VVX”.

“Today’s overwhelming approval marks a significant step toward completing our merger with Vertex, and creating one of the leading providers of critical mission solutions and support to defense clients globally,” said Chuck Prow, Chief Executive Officer of Vectrus. “Vectrus and Vertex - together as V2X - will be better positioned to meet the mission-essential needs of our clients while delivering cost efficiencies, increased security and resiliency, with more strategic use of resources. We thank all of our stakeholders for their continued support and look forward to completing the pending combination so we can begin unlocking the incredible potential of our combined platform.”

As previously announced, under the terms of the merger agreement, Vertex shareholders will own approximately 62% of the combined company on a fully diluted basis, while Vectrus shareholders will own approximately 38%. The merger is expected to close early in the third quarter of 2022, and remains subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.

The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission after certification by Vectrus’ inspector of elections.

About Vectrus

For more than 70 years, Vectrus has provided critical mission support for our customers' toughest operational challenges. As a high-performing organization with exceptional talent, deep domain knowledge, a history of long-term customer relationships, and groundbreaking technical expertise, we deliver innovative, mission-matched solutions for our military and government customers worldwide. Whether it's base operations support, supply chain and logistics, IT mission support, engineering and digital integration, security, or maintenance, repair, and overhaul, our customers count on us for on-target solutions that increase efficiency, reduce costs, improve readiness, and strengthen national security. Vectrus is headquartered in Colorado Springs, Colo., and includes about 8,100 employees spanning 205 locations in 28 countries. In 2021, Vectrus generated sales of approximately $1.8 billion. For more information, visit the company’s website at www.vectrus.com or connect with Vectrus on Facebook, Twitter, and LinkedIn.

FORWARD-LOOKING STATEMENTS

Certain material presented in this press release 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, conditions to the closing of the Transaction may not be satisfied; the possibility that anticipated benefits of the Transaction may not be realized or may take longer to realize than expected; the possibility that costs related to Vectrus's integration of Vertex’s operations may be greater than expected and/or that revenues following the Transaction may be lower than expected; Vectrus’s business may suffer as a result of uncertainty surrounding the Transaction and disruption of management’s attention due to the Transaction; the outcome of any legal proceedings that are related to the Transaction; Vectrus may be adversely affected by other economic, business, and/or competitive factors; the risk that Vectrus may be unable to obtain governmental and regulatory approvals required for the Transaction, or that required governmental and regulatory approvals may delay the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction; the impact of legislative, regulatory, competitive and technological changes; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the effect of the Transaction on the ability of Vectrus to retain and maintain relationships with both Vectrus’s and Vertex’s customers, including the U.S. Government; other risks to the consummation of the mergers, including the risk that the mergers will not be consummated within the expected time period or at all; responses from customers and competitors to the Transaction; the risk that the integration of Vertex may distract management from other important matters; results from the Transaction may be different than those anticipated; statements about Vectrus’s 2022 performance outlook, five-year growth plan, revenue, DSO, contract opportunities, the impacts of COVID-19, and any discussion of future operating or financial performance.

Whenever used, words such as "may," "are considering," "will," "likely," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "could," "potential," "continue," "goal" or similar terminology are forward-looking statements. These statements are based on the beliefs and assumptions of our management 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, that could cause actual results to differ materially from the results discussed in the forward-looking statements. For a discussion of some of the risks and important factors 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 U.S. Securities and Exchange Commission.

Vectrus undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

Mike Smith, CFA
michael.smith@vectrus.com
(719) 637-5773

Jim Golden / Scott Bisang / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

-END -