Telos Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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EDP Services
Technology
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 21, 2024, 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 the Amended and Restated 2016 Omnibus Long-Term Incentive Plan (the “Plan”). The Plan was summarized in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2024 (the “Proxy Statement”) under the heading “Proposal 3: Approval of Amended and Restated 2016 Omnibus Long-Term Incentive Plan” and reflected in Exhibit A to the Proxy Statement, which description is incorporated herein by reference.
The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan, 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 2025 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 | 37,364,013 | 627,261 | |||||||||
| David Borland | 31,199,016 | 6,792,258 | |||||||||
| John W. Maluda | 37,399,444 | 591,830 | |||||||||
| Bonnie Carroll | 35,960,208 | 2,031,066 | |||||||||
| Derrick D. Dockery | 34,953,503 | 3,037,771 | |||||||||
| Brad Jacobs | 37,154,638 | 836,636 | |||||||||
| Fredrick D. Schaufeld | 37,329,185 | 662,089 | |||||||||
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, 2024. 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 | 52,202,681 | 34,382 | 69,828 | — | |||||||||||||||||||
3.The holders of the Company’s Common Stock voted to ratify the Amended and Restated 2016 Omnibus Long-Term Incentive Plan, substantially in the form as provided in Exhibit A represented in the Proxy Statement, increasing the number of available shares by eight and one-half million. The final results of the voting regarding this proposal were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| Total shares voted | 36,841,775 | 891,041 | 258,458 | 14,315,617 | |||||||||||||||||||
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 | 35,790,439 | 1,737,219 | 463,616 | 14,315,617 | |||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
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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 22, 2024
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