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): October 27, 2022
V2X, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 001-36341 | 38-3924636 |
| (Commission | (IRS Employer |
| File Number) | Identification No.) |
2424 Garden of the Gods Road, Suite 300
Colorado Springs, CO 80919
(Address of Principal Executive Offices) (Zip Code)
(719) 591-3600
(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 |
| Common Stock, Par Value $0.01 Per Share | VVX | 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 ( 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.
Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan
As described below, at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of V2X, Inc. (the “Company”), the shareholders of the Company approved the second 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 August 18, 2022.
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 893,000 shares. A more complete description of the terms of the Amended Omnibus Plan can be found in “Proposal Four: Approval of the Second 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 September 13, 2022 (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 2022 Annual Meeting was held on October 27, 2022. The results of voting at the 2022 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 2025 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 | 27,712,749 | 427,967 | 3,873 | 924,370 | |||||||
| Eric M. Pillmore | 27,550,701 | 590,064 | 3,824 | 924,370 | |||||||
| Joel M. Rotroff | 23,927,571 | 4,213,712 | 3,306 | 924,370 | |||||||
| Neil D. Snyder | 23,929,410 | 4,211,969 | 3,210 | 924,370 |
2. Ratification of appointment of RSM US LLP as the independent registered public accounting firm for 2022 was approved by the following vote.
| For | Against | Abstain | ||||
| 29,018,544 | 38,970 | 11,445 |
3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||
| 27,883,045 | 174,604 | 86,940 | 924,370 |
4. Approval of the second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan by the following vote.
| For | Against | Abstain | Broker Non-Votes | ||||||
| 27,679,263 | 379,923 | 85,403 | 924,370 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | V2X, Inc. Second Amended and Restated 2014 Omnibus Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on September 13, 2022 (File No. 001-36341)) | |
| 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: October 28, 2022 | ||
| By: | /s/ Kevin T. Boyle | |
| Kevin T. Boyle | ||
| Chief Legal Officer, General Counsel and Corporate Secretary | ||