Item 5.07 Submission of Matters to a Vote of Security Holders. The 2021 Annual Meeting of Stockholders of VSE Corporation (the "Company") was held on May 5, 2021. At the annual meeting, the holders of 11,049,451 shares of the Company's common stock, which represents approximately 87.06% of the 12,691,570 outstanding shares entitled to vote as of the record date of March 17, 2021, were represented in person or by proxy. The six proposals voted on by the stockholders are described in more detail in the Company's definitive proxy statement dated April 2, 2021 and filed with the Securities and Exchange Commission on April 2, 2021.

Set forth below are the final voting results on the six proposals that were voted on by the stockholders at the annual meeting.

Proposal 1 - Election of Directors With respect to the vote on the election of eight directors, each for a term of one year, to expire at the Company's 2022 annual meeting of stockholders, the "for" votes received by each director represented a minimum of approximately 86.87% of the total number of shares that were either voted at the meeting or for which the authority to vote for the proposed nominee was withheld. The final voting results were as follows:



              Director                    Votes Cast For       Votes Withheld
              John A. Cuomo                 10,076,073             166,735
              Ralph E. Eberhart             10,048,613             194,195
              Mark E. Ferguson III           9,904,581             338,227
              Calvin S. Koonce               9,839,902             402,906
              James F. Lafond                9,874,822             367,986
              John E. Potter                 9,904,955             337,853
              Jack C. Stultz                 8,898,408            1,344,400
              Bonnie K. Wachtel              9,880,068             362,740

Proposal 2 - Increase the Number of Authorized Shares of Common Stock.

With respect to the vote to approve an amendment to the Company's Certificate of Incorporation (the "Charter") to increase the number of authorized shares of common stock from 15,000,000 to 50,000,000. The final voting results were as follows:


                             For          Against       Abstentions
                          5,202,721      5,822,221         24,509

This proposal required the affirmative vote of 6,345,786 shares to approve the proposal. As a result, the proposal to approve the Company's Charter to increase the number of authorized shares of common stock from 15,000,000 to 50,000,000 was not approved.

Proposal 3 - Ratify Grant Thornton LLP as Independent Registered Public Accountant.

With respect to the vote on the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021, the final voting results were as follows:


                            For            Against       Abstentions
                         10,991,747        28,790           28,914

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Proposal 4 - Non-Binding Advisory Vote on the Company's Executive Compensation.

With respect to the vote to approve the Company's Executive Officer Incentive Compensation Plan, the "for" votes received represented approximately 76.39% of the shares present at the meeting, in person or by proxy, and entitled to vote. The final voting results were as follows:


                             For          Against       Abstentions
                          7,807,667      2,412,383         22,758

Proposal 5 - Non-Binding Advisory Vote on the Frequency of Advisory Votes to Approve the Company's Executive Compensation.

With respect to the non-binding advisory vote on the frequency of advisory votes to approve the Company's executive compensation, the option of "one year" received 93.11% of the votes cast and is considered to be the option recommended by the stockholders. The number of votes received for the options of one, two or three years, and the number of abstentions and broker-non-votes, were as follows:



                 Votes For          Votes For          Votes For
               1 Year Option      2 Year Option      3 Year Option      Abstentions
                 9,487,297            6,845             694,507            54,159

Proposal 6 - Approval of the VSE Corporation 2021 Employee Stock Purchase Plan.

With respect to the vote to approve the VSE Corporation 2021 Employee Stock Purchase Plan. The final voting results were as follows:



                            For            Against       Abstentions
                         10,120,764        114,575          7,469

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                        VSE CORPORATION AND SUBSIDIARIES

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