SEC Form DEFR14A filed by Telos Corporation

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

(A)

Includes 9,264,804 shares held directly by The JRP Settlement, transferred from Toxford Corporation on July 16, 2021, and 275,633 shares held directly by the estate of Mr. John R.C. Porter. According to the Schedule 13G (Amendment No. 1) jointly filed on February 8, 2022, Brian Padgett is the executor of the estate of John Porter and therefore has sole voting and investment power of the shares of Common Stock owned by the estate. Shirley Porter is the sole Protector of The JRP Settlement, can replace the Trustee and therefore has sole voting and investment power over the Common Stock held by The JRP Settlement. Silex Trust Company Limited (the “Trustee”) as the trustee of The JRP Settlement. Brian Padgett, Oliver Hemmer, and Ronan Kuczaj are the individuals who can make decisions on behalf of the Trustee and each can act alone in doing so, and therefore they have shared voting and investment power over the Common Stock held by The JRP Settlement.

(B)

According to the Schedule 13G (Amendment No. 2) filed on February 13, 2024, The Vanguard Group beneficially owns 3,642,496 shares of Common Stock, of which it has sole dispositive power for 3,621,776 shares, and shared dispositive power for 20,720 shares.

(C)

Includes 189,907 shares held for the benefit of Mr. Wood by the Telos Corporation Shared Savings Plan, and 772,485 shares held by JJJJJV, LLC, in which Mr. Wood is the principal.

(D)

Includes 15,360 unvested restricted share units and 4,905 shares held for the benefit of Mr. Bendza by the Telos Corporation Shared Savings Plan.

(E)

Includes 12,993 shares held for the benefit of Mr. Griffin by the Telos Corporation Shared Savings Plan.

(F)

Includes 42,773 unvested restricted share units and 7,546 shares held for the benefit of Mr. Robbins by the Telos Corporation Shared Savings Plan.

(G)

Includes 55,555 unvested restricted share units, 95,233 shares held by a trust for the benefit of Mr. Borland, and 52,000 unexercised stock options.

(H)

Includes 55,555 unvested restricted share units and 50,000 unexercised stock options held by Ms. Carroll.

(I)

Includes 55,555 unvested restricted share units and 50,000 unexercised stock options held by Mr. Dockery.

(J)

Includes 55,555 unvested restricted share units and 60,000 unexercised stock options held by Mr. Jacobs.

(K)

Includes 55,555 unvested restricted share units, 441 shares held jointly with his spouse, and 50,000 unexercised stock options held by Gen. Maluda.

(L)

Includes 55,555 unvested restricted share units, 255,449 shares held in a trust for the benefit of Mr. Schaufeld, 250,000 shares held by FDS New River Farm 2017 Irrevocable Trust in which Mr. Schaufeld is the Settlor, 181,498 shares held in River Farm Investments LLC, an investment vehicle for Mr. Schaufeld’s self-directed IRA, 253,807 shares held by three irrevocable trusts, one for each of his children, of which Mr. Schaufeld is the Settlor, and 58,000 unexercised stock options held by Mr. Schaufeld.

(M)

Includes 391,463 unvested restricted share units in total held by the officers and directors. Includes 224,152 shares held by the Telos Corporation Shared Savings Plan. Also includes the 320,000 stock options held in the aggregate by the directors that are exercisable within sixty days of the Record Date.

(1)

Executing a proxy dated later than the most recent proxy given and mailing it to:

(2)

Appearing in person and voting using a ballot at the Annual Meeting, or

(3)

Filing an instrument of revocation with the Inspector of Elections at the 2024 Annual Meeting.