DEF 14A: V2X, Inc. Announces 2024 Annual Meeting of Shareholders and Proxy Statement

V2X, Inc. invites shareholders to its virtual 2024 Annual Meeting on May 9, 2024, to vote on director elections, ratification of the accounting firm, and executive compensation.

Summary

• V2X, Inc. will hold its 2024 Annual Meeting of Shareholders virtually on May 9, 2024, at 8:00 a.m. Eastern Time.
• Shareholders of record as of March 12, 2024, are eligible to vote.
• The meeting will address the election of four Class I Directors, ratification of RSM US LLP as the independent registered public accounting firm for 2024, and an advisory vote on executive compensation.
• The Board of Directors recommends voting for the election of the director nominees, for the ratification of RSM US LLP, and for the approval of executive compensation.
• The proxy materials were first sent or made available to shareholders on or about March 20, 2024.
• The company's Environmental, Social, and Governance (ESG) program is overseen by the Board's standing committees.
• In early 2023, V2X engaged stakeholders to identify 11 high-priority ESG topics.
• As of the record date, 31,452,693 shares of common stock were outstanding and entitled to vote at the 2024 Annual Meeting.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive outlook on the company's governance and performance. The Board's recommendations and the emphasis on shareholder engagement contribute to a moderately positive sentiment.

Positives

• The company is providing a virtual meeting option to allow all shareholders to attend safely and securely.
• The Board is recommending 'FOR' votes on all proposals, indicating confidence in the company's direction.
• The company has a formalized ESG governance framework with executive leadership oversight and a Steering Committee.
• The company has share ownership guidelines for Directors and officers to align their interests with those of shareholders.
• The company has a compensation clawback and recoupment policy.

Risks

• The company is a controlled company under NYSE rules, which exempts it from certain corporate governance standards, including having a majority of independent directors.
• The Vertex Holdco Parties have significant influence over the company's decisions due to their ownership stake and the Shareholders Agreement.
• The company's future performance is subject to various risks, including economic conditions, competition, and regulatory changes.

Future Outlook

The document does not contain a detailed future outlook, but it highlights a strong backlog providing more than three years of top line visibility.

Management Comments

• On behalf of the Company, we extend our appreciation of your continued support.
• A virtual meeting will allow all shareholders who desire to attend and vote at our 2024 Annual Meeting to do so safely and securely.
• We believe electronic delivery will expedite the distribution of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our 2024 Annual Meeting materials and help lower our costs.

Industry Context

V2X operates in the global government services industry, delivering solutions to a wide array of Department of Defense and other government customers. The company competes with other government contractors for contracts and projects.

Comparison to Industry Standards

• The document mentions a compensation peer group including companies like AAR Corp., SAIC, Booz Allen Hamilton, and CACI International Inc., suggesting V2X benchmarks its compensation and governance practices against these firms.
• The document mentions that the Compensation Committee targets total direct compensation approximating the 50th percentile of competitive practice.
• The document mentions that the Compensation Committee compares components of Director compensation with those of the compensation peer group.

Management Changes

Corporate Governance

Related Party Transactions

• The Company entered into a shareholders agreement with Vertex Aerospace Holdco LLC, a Delaware limited liability company (Vertex Holdco) an affiliate of American Industrial Partners Capital Fund VI, LP, and certain other former stockholders of Vertex who became shareholders of the Company (collectively, the Former Vertex Stockholders) that, among other things, provides Vertex Holdco Parties with director nomination and committee designation rights.
• At the Closing, the Company entered into a registration rights agreement with Former Vertex Stockholders (the Registration Rights Agreement).
• At the Closing, the Company entered into a management services agreement (the Management Services Agreement) with American Industrial Partners pursuant to which American Industrial Partners will provide general management, financial and other corporate advisory services to the Company and its subsidiaries from time to time as mutually agreed upon and documented under a statement of work.
• As part of the Merger, V2X acquired certain contracts, including a Transition Services Agreement (TSA) with Crestview Aerospace LLC (Crestview), which was previously divested to AIP Fund VI.

Stakeholder Impact

• Shareholders are provided with information and a platform to vote on key company decisions.
• Employees are subject to a Code of Conduct and are eligible for various compensation and benefit plans.
• The company's ESG program reflects its understanding of the goals and requirements of its stakeholders, including communities, customers, employees, investors, and suppliers.

Next Steps

• Shareholders are encouraged to vote their shares in advance of the meeting.
• Shareholders who wish to attend the virtual meeting should log in at www.virtualshareholdermeeting.com/VVX2024 on May 9, 2024.
• The Board of Directors intends to carefully consider the results of the advisory vote on executive compensation.
• The Nominating and Governance Committee will continue to evaluate the appropriateness of the methods, tools, and questions for future annual evaluations.
• The Board will act on the Nominating and Governance Committees recommendation no later than its next regularly scheduled Board meeting or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, RSM US LLP, Director Election, ESG, Corporate Governance, V2X