8-K

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UNITED STATES

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

May 8, 2025

Date of Report (Date of earliest event reported)

TELOS CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-08443	52-0880974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)		19886 Ashburn Road,
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Ashburn, Virginia	20147-2358
(Address of principal executive offices)	(Zip Code)		(703) 724-3800
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(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, $0.001 par value per share	TLS	The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On May 8, 2025 Telos Corporation (the “Company”) held the annual meeting of its stockholders. As described under Item 5.07 below, at the annual meeting, the Company’s stockholders approved Amendment No. 1 (the “Amendment”) to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan (the “Plan”) to (i) increase the number of shares available for issuance under the Plan by four million nine hundred thousand (4,900,000) shares, and (ii) update the definition of “corporate transaction” in the Plan to reflect current best practices.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the annual meeting, four matters were submitted to the holders of the Company’s Common Stock for their approval, which are described in detail in the Proxy Statement. The final results of voting for each matter submitted to a vote of the stockholders at the meeting were as follows:

1.The holders of the Company’s Common Stock elected seven directors to serve until the 2026 Annual Meeting of Stockholders or until their successors are elected and qualified. Each of the nominees received the affirmative vote of a plurality of the votes cast at the meeting. The final results of voting regarding the election of directors were as follows:

	FOR	WITHHELD
John B. Wood	47,126,321	1,579,198
David Borland	34,553,434	14,152,085
John W. Maluda	47,251,294	1,454,225
Bonnie Carroll	46,353,953	2,351,566
Derrick D. Dockery	46,322,011	2,383,508
Brad Jacobs	47,680,745	1,024,774
Fredrick D. Schaufeld	47,727,272	978,247

2.The holders of the Company’s Common Stock voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification received the affirmative vote of a majority of the votes cast at the meeting. The final results of voting regarding this proposal were as follows:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Total shares voted	60,177,691	149,767	43,113	—

3.The holders of the Company’s Common Stock voted to ratify Amendment No. 1 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan, substantially in the form as provided in Exhibit A to the Proxy Statement. The final results of the voting regarding this proposal were as follows:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Total shares voted	45,126,748	3,225,449	353,322	11,665,052

4.The holders of the Company’s Common Stock approved the proposed Board resolution, on an advisory basis, concerning the compensation of the named executive officers as disclosed in the Proxy Statement. The say-on-pay advisory resolution received the affirmative vote of a majority of the votes cast by the holders of the Company’s Common Stock present in person or represented by proxy at the annual meeting. The final results of voting regarding this proposal were as follows:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Total shares voted	44,890,491	3,412,504	402,524	11,665,052

Item 9.01.    Financial Statements and Exhibits.

10.1	Telos Corporation Amendment No. 1 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan.

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S I G N A T U R E S

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 hereunto duly authorized.

TELOS CORPORATION
By:	/s/ E. Hutchinson Robbins, Jr.
	E. Hutchinson Robbins, Jr.
	Executive Vice President, General Counsel

Date: May 9, 2025

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Document

Exhibit 10.1

AMENDMENT NO. 1 TO THE TELOS CORPORATION AMENDED AND RESTATED 2016 OMNIBUS LONG-TERM INCENTIVE PLAN

Telos Corporation, a Maryland corporation (the “Company”), hereby amends the Telos Corporation Amended and Restated 2016 Omnibus Long-Term Incentive Plan (the “Plan”), effective as of the date this Amendment is approved by the stockholders of the Company (the “Amendment Effective Date”), as follows:

Section 2.10 of the Plan is hereby amended to read in its entirety as follows:

“Corporate Transaction” means (i) the dissolution or liquidation of the Company, (ii) during any period of (12) consecutive months, a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election, (iii) a sale of substantially all of the assets of the Company to another person or entity which does not constitute a “related person” to the Company, as such term is defined in the Treasury Regulations issued in connection with Section 409A of the Code, or (iv) any transaction (including without limitation a merger, consolidation or reorganization in which the Company is the surviving entity) which results in any person or entity (other than any employee benefit plan sponsored or maintained by the Company or the surviving entity) owning more than 50% of the combined voting power of all outstanding voting securities of the Company, the surviving entity, or the ultimate parent entity that directly or indirectly has more than 50% of the combined voting power of all outstanding voting securities of the Company or the surviving entity (the “Parent Company”) entitled to vote in the election of directors, unless immediately following such transaction more than 50% of the of the combined voting power of the outstanding voting securities of the Company, the surviving entity, or the Parent Company entitled to vote in the election of directors is represented by the Shares that were outstanding immediately prior to such transaction (or, if applicable, is represented by securities into which the Shares that were outstanding immediately prior to such transaction were converted pursuant to such transaction), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the outstanding Shares among the holders thereof immediately prior to such transaction.

Section 4 of the Plan is hereby amended to read in its entirety as follows:

Subject to adjustment as provided in Section 17 hereof, the number of Shares available for issuance under the Plan shall be, in the aggregate, twenty-six million eight hundred fifty-nine thousand nine hundred thirteen (26,859,913). Shares issued or to be issued under the Plan shall be authorized but unissued Shares or issued Shares that have been reacquired by the Company. If any Shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan. If an Award (other than a Dividend Equivalent Right) is denominated in Shares, including Share-settled

Awards where all or a portion of the Award may be settled in cash, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. Notwithstanding anything herein to the contrary, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are (i) Shares delivered to, tendered as payment for, or withheld by the Company to pay the exercise price or cover the withholding taxes under the Award, or (ii) Shares subject to a vested Option or Share Appreciation Right that are not actually issued in connection with the settlement of such Option or Share Appreciation Right. In addition, Shares repurchased by the Company using Option exercise proceeds may not again be made available for issuance under the Plan.

The Board shall have the right to issue Substitute Awards or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of Shares reserved pursuant to Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a Substitute Award, by the net increase in the number of Shares subject to Awards before and after the substitution.

Except as amended by this Amendment, the Plan is hereby ratified in all respects and remains in full effect.

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[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned has executed this Amendment on behalf of the Company as of the Amendment Effective Date.

TELOS CORPORATION
/s/ Helen M. Oh
Helen M. Oh
Corporate Secretary