Telos (NASDAQ: TLS) shareholders OK more equity awards and board slate

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Telos Corporation reported the results of its annual stockholder meeting held on May 7, 2026. Stockholders approved Amendment No. 2 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan, increasing shares available for issuance under the plan by 5,380,000 shares.

Seven directors were elected to serve until the 2027 annual meeting, with John B. Wood receiving 52,539,125 votes for and 2,331,230 withheld. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved the amendment to the long-term incentive plan with 49,009,338 votes for, 5,837,559 against and 23,418 abstentions, and passed the say-on-pay advisory resolution on named executive officer compensation with 53,192,697 votes for, 1,649,451 against and 28,207 abstentions.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 5,380,000 shares Votes for John B. Wood: 52,539,125 votes Auditor ratification votes for: 62,451,887 votes +3 more

6 metrics

Incentive plan share increase 5,380,000 shares Increase in shares available under Amended and Restated 2016 Omnibus Long-Term Incentive Plan

Votes for John B. Wood 52,539,125 votes Director election at May 7, 2026 annual meeting

Auditor ratification votes for 62,451,887 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Incentive plan amendment votes for 49,009,338 votes Approval of Amendment No. 2 to long-term incentive plan

Say-on-pay votes for 53,192,697 votes Advisory resolution on named executive officer compensation

Broker non-votes on plan amendment 7,719,872 shares Broker non-votes on incentive plan amendment proposal

Key Terms

Amended and Restated 2016 Omnibus Long-Term Incentive Plan, independent registered public accounting firm, broker non-votes, say-on-pay advisory resolution, +1 more

5 terms

Amended and Restated 2016 Omnibus Long-Term Incentive Plan financial

"approved Amendment No. 2 (the “Amendment”) to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan"

independent registered public accounting firm financial

"ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Total shares voted | 49,009,338 | 5,837,559 | 23,418 | 7,719,872"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

say-on-pay advisory resolution financial

"approved the proposed Board resolution, on an advisory basis, concerning the compensation of the named executive officers"

emerging growth company regulatory

"Indicate by check mark whether the registrant is an emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/07/2026 - 04:01 PM

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 7, 2026

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,
Ashburn, Virginia			20147-2358
(Address of principal executive offices)			(Zip Code)


(703) 724-3800
(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. ☐

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

On May 7, 2026 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. 2 (the “Amendment”) to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan (the “Plan”) to increase the number of shares available for issuance under the Plan by five million three hundred eighty thousand (5,380,000) shares.

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 2027 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	52,539,125	2,331,230
David Borland	44,173,074	10,697,281
Maj. John W. Maluda	52,575,053	2,295,302
Bonnie Carroll	52,039,845	2,830,510
Derrick D. Dockery	52,097,048	2,773,307
Brad Jacobs	52,904,799	1,965,556
Fredrick D. Schaufeld	53,230,554	1,639,801

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, 2026. 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	62,451,887	121,460	16,880	—

3.The holders of the Company’s Common Stock voted to ratify Amendment No. 2 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	49,009,338	5,837,559	23,418	7,719,872

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	53,192,697	1,649,451	28,207	7,719,872

Item 9.01. Financial Statements and Exhibits.


10.1						Telos Corporation Amendment No. 2 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan.

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 7, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Telos (TLS) stockholders approve regarding the 2016 Omnibus Long-Term Incentive Plan?

Stockholders approved Amendment No. 2 to Telos’ Amended and Restated 2016 Omnibus Long-Term Incentive Plan, adding 5,380,000 shares available for issuance. This expands the equity pool the company can use for long-term incentives to employees, directors, and other eligible participants.

Which directors were elected at Telos (TLS) 2026 annual meeting?

Seven directors were elected to serve until the 2027 annual meeting: John B. Wood, David Borland, Maj. John W. Maluda, Bonnie Carroll, Derrick D. Dockery, Brad Jacobs and Fredrick D. Schaufeld. Each nominee received the affirmative vote of a plurality of votes cast.

Did Telos (TLS) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Telos’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 62,451,887 votes for, 121,460 against and 16,880 abstentions, indicating strong support for continuing with this auditor.

How did Telos (TLS) stockholders vote on the incentive plan amendment proposal?

The incentive plan amendment received 49,009,338 votes for, 5,837,559 against, 23,418 abstentions and 7,719,872 broker non-votes. This outcome shows stockholder approval of increasing shares available for equity awards under the Amended and Restated 2016 Omnibus Long-Term Incentive Plan.

What were the results of Telos (TLS) say-on-pay advisory vote in 2026?

Stockholders approved the say-on-pay advisory resolution concerning named executive officer compensation, with 53,192,697 votes for, 1,649,451 against, 28,207 abstentions and 7,719,872 broker non-votes. This indicates stockholder support for the compensation program disclosed in the proxy statement.

When will the newly elected Telos (TLS) directors’ terms expire?

The seven directors elected at the May 7, 2026 annual meeting will serve until the 2027 Annual Meeting of Stockholders, or until their successors are elected and qualified. This aligns with the company’s standard annual election cycle for its board members.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 8.5 KB