UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a -12
VSE CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each Class of securities to which transaction applies: N/A
2. Aggregate number of securities to which transaction applies: N/A
3. Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): N/A
4. Proposed maximum aggregate value of transaction: N/A
5. Total fee paid: N/A
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount previously paid: N/A
2. Form, Schedule or Registration Statement No.: N/A
3. Filing Party: N/A
4. Date Filed: N/A
2550 Huntington Avenue, Alexandria, Virginia 22303-1499
Notice of 2009 Annual Meeting of
Stockholders and Proxy Statement
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders
of VSE Corporation ("VSE" or the "Company") to be held on Tuesday,
May 5, 2009, commencing at 10:00 a.m., Washington, DC time, at the VSE
Building, 2550 Huntington Avenue, Alexandria, Virginia 22303-1499 (the "Annual
Meeting").
We are furnishing proxy materials to our stockholders over the Internet.
You may read, print and download our 2008 Annual Report to Stockholders, Proxy
Statement and Proxy Card at www.cfpproxy.com/3307. On March 24, 2009, we
mailed our stockholders a notice containing instructions on how to access
these materials and how to vote their shares online. The notice provides
instructions on how you can request a paper or e-mail copy of these materials
by mail, telephone or e-mail. If you requested your materials by e-mail, the
e-mail contains voting instructions and links to the materials on the
Internet. You may vote your shares by Internet, by telephone, by regular mail
or in person at the Annual Meeting. Instructions regarding the various methods
of voting are contained on the notice and on the Proxy Card.
The proxy materials describe the formal business to be transacted at the
Annual Meeting and a report on the operations of the Company. VSE directors
and officers will be present to answer any questions that you and other
stockholders may have. Included in the materials is our Annual Report on Form
10-K for the fiscal year ended December 31, 2008, that contains detailed
information concerning the Company's activities and operating performance.
The business to be conducted at the Annual Meeting consists of the
election of nine directors and the ratification of the appointment of Ernst &
Young LLP as our independent registered public accounting firm for the year
ending December 31, 2009. VSE's Board of Directors (the "Board") unanimously
recommends a vote "FOR" the election of each of the director nominees and
"FOR" the ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the year ending December 31,
2009. On behalf of the Board, please vote your shares now, even if you
currently plan to attend the Annual Meeting. This will not prevent you from
voting in person, but it will ensure that your vote is counted. Your vote is
important.
Please note the location for the Annual Meeting. The VSE Building is
located at 2550 Huntington Avenue, Alexandria, Virginia 22303-1499, just off
I-95/I-495 at Exit 176A (Telegraph Road-South). The building is also within
walking distance of the Huntington Avenue Metro Station (Yellow Line), using
the Lower Level exit to Huntington Avenue. I hope you will be able to join us.
Sincerely,
VSE CORPORATION
/s/ D. M. Ervine
D. M. Ervine
Executive Chairman of the Board
March 24, 2009
VSE CORPORATION
2550 Huntington Avenue, Alexandria, Virginia 22303-1499
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 2009
To the Stockholders of VSE Corporation:
Notice is hereby given that the annual meeting of stockholders of VSE
Corporation, a Delaware corporation ("VSE" or the "Company"), will be held on
Tuesday, May 5, 2009, commencing at 10:00 a.m., Washington, DC time, at the
VSE Building, 2550 Huntington Avenue, Alexandria, Virginia 22303-1499, for the
following purposes:
1. To elect nine directors to serve until the next annual meeting of
stockholders and until their successors are duly elected and
qualified;
2. To ratify the appointment of Ernst & Young LLP as VSE's independent
registered public accounting firm for the year ending December 31,
2009; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only record holders of VSE common stock as of the close of business on
March 6, 2009, will be entitled to notice of, and to vote at, the meeting or
any adjournments thereof. The list of stockholders entitled to vote at the
meeting or any adjournments thereof will be open to the examination of any
stockholder during the 10 days prior to the meeting at VSE's offices located
at 2550 Huntington Avenue, Alexandria, Virginia 22303-1499, during ordinary
business hours.
The VSE Corporation 2008 Annual Report to Stockholders, which contains
the Company's consolidated financial statements and other information of
interest to stockholders, accompanies this proxy material.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL
MEETING. STOCKHOLDERS HAVE A CHOICE OF VOTING BY PROXY CARD, TELEPHONE OR THE
INTERNET, AS DESCRIBED ON YOUR PROXY CARD. CHECK YOUR PROXY CARD OR THE
INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD TO SEE
WHICH OPTIONS ARE AVAILABLE TO YOU. ANY STOCKHOLDER PRESENT AT THE ANNUAL
MEETING MAY WITHDRAW HIS OR HER PROXY AND VOTE PERSONALLY ON ANY MATTER PROPERLY
BROUGHT BEFORE THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Thomas M. Kiernan
Thomas M. Kiernan, Secretary
March 24, 2009
_______________________________________________________________________________
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE VSE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Donald M. Ervine and Thomas M. Kiernan
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to vote as designated below, all the Common Stock of VSE
Corporation held of record by the undersigned on March 6, 2009, at the annual
meeting of stockholders scheduled to be held on May 5, 2009, and at any
adjournment thereof.
1. ELECTION OF DIRECTORS
for all nominees listed [ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
below, except as marked to
the contrary below.
(01) Ralph E. Eberhart
(02) Donald M. Ervine
(03) Maurice A. Gauthier INSTRUCTION: To withhold authority to vote
(04) Clifford M. Kendall for any nominee(s), mark "For All Except"
(05) Calvin S. Koonce and write that nominee's name in the space
(06) James F. Lafond provided below.
(07) David M. Osnos
(08) Jimmy D. Ross __________________________________________
(09) Bonnie K. Wachtel
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP as the independent
registered public accountant of VSE Corporation for the year ending December 31,
2009.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before this meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 and 2.
Please be sure to date and sign
this proxy card in the box below.
___________________________________________
Date
_____ Sign above __________________________
________________________________________________________________________________
Detach above card, sign, date and mail in postage paid envelope provided.
VSE CORPORATION
Please sign exactly as it appears printed hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee, or guardian, please give full title as such. If signing as a
corporation, please sign full corporate name by President or other authorized
officer. If signing as a partnership, please sign in partnership name by
authorized person.
PLEASE ACT PROMPTLY
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVOLOPE.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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