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NASDAQ: TLS TELOS CORP 8-K

Telos stockholders elect seven directors, approve 5.4M share equity plan expansion

Filed May 7, 2026 · Period ending May 7, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Stockholders approved Amendment No. 2 to the 2016 equity incentive plan, adding 5,380,000 shares for future grants with 89.4% support (49,009,338 for, 5,837,559 against). Expands the company's capacity for employee and executive equity compensation.

  • medium

    All seven director nominees elected to serve until 2027 annual meeting. Support ranged to 97.0% (Fredrick D. Schaufeld, 1,639,801 withheld). Borland's elevated withhold rate may reflect stockholder concerns.

  • low

    Stockholders approved executive compensation on advisory basis with 97.0% support (53,192,697 for, 1,649,451 against, 28,207 abstentions), indicating satisfaction with pay practices.

  • low

    PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026 with 99.8% support (62,451,887 for, 121,460 against, 16,880 abstentions). Routine approval.

Summary

Telos held its 2026 annual stockholder meeting on May 7, with votes on standard governance matters. The most material outcome was approval of a 5.4 million share expansion to the company's 2016 equity incentive plan, passing with 89.4% support. This increases Telos's capacity to grant stock-based compensation to employees and executives going forward.

All seven director nominees were elected, though David Borland received a notably lower approval rate (80.5%) compared to his peers (all above 94%). The elevated withhold votes against Borland—10.7 million versus under 3 million for the next-lowest director—may signal stockholder concerns about his board service, though he still secured a comfortable majority.

Executive compensation received strong 97.0% approval, and the auditor ratification passed with near-unanimous 99.8% support. Overall, a routine annual meeting with no material governance controversies. The equity plan expansion is the primary takeaway for investors tracking dilution and compensation practices.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~54 words

Telos held its annual stockholder meeting on May 7, 2026; filing appears incomplete with no material disclosures.

1 Added
Show 1 minor / wording change
Added Annual meeting held low

Added in current filing · verify on EDGAR →

On May 7, 2026 Telos Corporation (the “Company”) held the annual meeting of its stockholders.

The 8-K discloses that the annual stockholder meeting occurred on May 7, 2026. The filing text appears truncated with no vote results, director elections, or other substantive disclosures provided.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify