Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Non-Management Director Compensation
On May 6, 2021, following a review of competitive pay practices, the Board of Directors (the “Board”) of Vectrus, Inc. (the “Company”) approved an increase in the equity retainer for each non-management director from $115,000 to $130,000 for each full year tenure. The full year tenure runs from the date of the Company’s Annual Meeting of Shareholders to the day prior to the Company’s next Annual Meeting of Shareholders. In addition, the Board approved an additional cash retainer of $20,000 (previously $15,000) for the Audit Committee Chair, and an additional cash retainer of $15,000 (previously $10,000) for all other Committee Chairs.
The compensation changes were effective on May 6, 2021, the date of the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). The annual incremental compensation amount for the Non-Executive Chairman of the Board remains the same.
A description of the Company’s non-management director annual compensation is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this item.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 6, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2021 (the “2021 Proxy Statement”).
1. Election of three Class I Directors. At the 2021 Annual Meeting, the shareholders elected each of the persons whose names are set forth below as Class I Directors for a term of three years to expire at the 2024 Annual Meeting of Shareholders or until their successors are elected and qualified. Relevant voting information for each person follows:
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Votes For
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Against
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Abstain
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Broker Non-Votes
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Bradford J. Boston
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8,246,025
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1,321,319
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4,799
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873,291
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Charles L. Prow
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9,489,221
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77,907
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5,015
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873,291
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Stephen L. Waechter
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8,989,603
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577,335
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5,205
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873,291
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In addition to the election of three directors, three other votes were taken at the 2021 Annual Meeting:
2. Ratification of appointment of the independent registered public accounting firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 was ratified by a vote of 10,419,150 shares voting for the proposal, 17,269 shares voting against the proposal and 9,015 shares abstaining from the vote on the proposal, and there were 0 broker non-votes.
3. To approve, on an advisory basis, the compensation paid to our Named Executive Officers. The proposal for approval, in an advisory vote, of the compensation of the Company’s Named Executive Officers was approved by a vote of 9,407,857 shares voting for the proposal, 156,338 shares voting against the proposal and 7,948 shares abstaining from the vote on the proposal, and there were 873,291 broker non-votes.
4. To approve, on an advisory basis, the frequency of the advisory vote of the compensation paid to our Named Executive Officers. The proposal for approval, in an advisory vote, of the frequency of the advisory vote of the compensation of the Company’s Named Executive Officers resulted in an approval of a frequency of one year, with 8,746,814 shares voting for the frequency of one year, 11,160 shares voting for the frequency of two years, 661,908 voting for a frequency of three years and 152,261 shares abstaining from the vote on the proposal, and there were 0 broker non-votes.
