Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

PAE Incorporated

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PAE INCORPORATED You May Vote Your Proxy When You View The c/o Continental Proxy Services Material On The Internet. You Will Be Asked 1 State Street, New York, NY 10004 To Follow The Prompts To Vote Your Shares. PAE INCORPORATED 7799 Leesburg Pike, Suite 300 North Falls Church, Virginia 22043 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be held on Thursday, June 17, 2021 *Stockholders are cordially invited to attend the Virtual Annual Meeting and to vote on the Internet or any Mobile device. Dear Stockholder, The 2021 Annual Meeting of Stockholders of PAE Incorporated (the “Company”) will be conducted online. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting being held on Thursday, June 17, 2021, at 1:00 p.m. Eastern Daylight Time (EDT) by visiting Proposals to be considered at the Annual Meeting: (1) The election of two nominees to serve as Class I directors on the Board of Directors for a term of 3 years; (2) The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2021; (3) A non-binding advisory vote on the compensation paid to the Company’s named executive officers in 2020, as disclosed in the proxy statement; (4) A non-binding, advisory vote on the frequency of future advisory votes to approve named executive officer compensation; and (5) To address such other matters as may properly come before the 2021 annual meeting or any adjournment or postponement thereof. The Board of Directors recommends a vote “FOR” the nominees under Proposal 1, “FOR” Proposals 2 and 3, and “ONE YEAR” for Proposal 4. Your electronic vote authorizes the named proxies to vote your shares in the same Vote Your Proxy on the Internet: manner as if you marked, signed, dated, and returned the proxy card. Go to Have your notice available when you Vote at the Meeting – access the above website. Follow the If you plan to attend the virtual online annual prompts to vote your shares. meeting, you will need your 12 digit control number to vote electronically at the annual meeting To view the Proxy Materials and attend CONTROL NUMBER the annual meeting, please go to:                


PAE INCORPORATED 7799 Leesburg Pike, Suite 300 North Falls Church, Virginia 22043 Important Notice Regarding the Availability of Proxy Materials For the 2021 Annual Meeting of Stockholders to be Held On Thursday, June 17, 2021 The following Proxy Materials are available to you to review at: —the Company’s Annual Report for the year ended December 31, 2020. —the Company’s 2021 Proxy Statement. —the Proxy Card. —any amendments to the foregoing materials that are required to be furnished to stockholders. This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before June 3, 2021 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company. ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your Control number. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 917-262-2373, or By logging on to or By email at: Please include the company name and your control number in the subject line.