SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2009
VSE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
0-3676 54-0649263
(Commission File Number) (I.R.S. Identification Number)
2550 Huntington Avenue
Alexandria, Virginia 22303-1499
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (703) 960-4600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departures of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 23, 2009, the Board of Directors of VSE Corporation (the
"Board") increased the number of Board members from eight to nine and elected
Maurice A. Gauthier to fill the vacancy on the Board. In April 2008 Mr. Gauthier
joined VSE Corporation ("VSE") as Chief Executive Officer, President and Chief
Operating Officer. The Board also appointed Mr. Gauthier as a nominee for
reelection as a VSE director at the annual meeting of VSE's stockholders
scheduled to occur in May 2009. At this time, Mr. Gauthier does not serve on
any committees of the Board.
Before joining VSE in 2008, Mr. Gauthier completed a military career of
over 28 years of service, retiring in 1997 as a Navy Captain and board
certified Department of Defense Major Program Manager for the Naval Sea Systems
Command Foreign Military Sales program and the San Antonio Landing Platform
Dock Class Shipbuilding Program. Mr. Gauthier worked for VSE from October 1997
through February 1999 as Vice President and Chief Technology Officer and as
Director of Strategic Planning and Business Development, before joining the
Nichols Research Corporation Navy Group as its President. With the acquisition
of Nichols Research Corporation by Computer Sciences Corporation (CSC) in 1999,
Mr. Gauthier served as Vice President of CSC's Advanced Marine Center. His most
recent assignment with CSC has been Vice President and General Manager of CSC's
Navy and Marine Corps Business Unit where he was responsible for the overall
leadership and financial performance of a 2,500-person organization providing
systems engineering, technical, information technology and telecommunications
support to U.S. Navy and Marine Corps customers.
A copy of the February 25, 2009 press release announcing the election of
Mr. Gauthier is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information contained in this news release shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall such press release be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number
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99.1 Press release issued by VSE Corporation on February 25, 2009
announcing the election of Maurice A. Gauthier to the VSE Board of Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VSE CORPORATION
(Registrant)
Date: February 27, 2009 /s/ Thomas M. Kiernan
-----------------------------
Thomas M. Kiernan
Vice President, General Counsel
and Secretary