Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 31, 2022, Lieutenant General Jack C. Stultz, Jr., USAR (Ret.), a director of VSE Corporation (the "Company"), notified the Company of his resignation as a member of the Company's Board of Directors (the "Board") and Chair of the Nominating and Corporate Governance Committee of the Board, effective October 1, 2022. Mr. Stultz's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In connection with Mr. Stultz's resignation, the Board approved a decrease in the size of the Board from eleven to ten directors, effective October 1, 2022. In addition, based on the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Admiral Mark E. Ferguson III, USN (Ret.), to serve as the Chair of the Nominating and Corporate Governance Committee of the Board, effective October 1, 2022, to replace Mr. Stultz.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the resignation of Mr. Stultz from the Board as described above, the Board approved an amendment to the Company's Bylaws to decrease the maximum number of directors to serve on the Board from eleven directors to ten directors (the "Bylaw Amendment"), effective October 1, 2022. In addition, pursuant to the Bylaw Amendment, the Board reduced the size of the Board to ten directors, effective October 1, 2022.

The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of Amendment No. 2 to the Company's Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

Exhibit Number          Description

3.1                       Amendment No. 2 to the Bylaws of VSE Corporation.

104                     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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