{"schema_version":"secwatch.filing_event.v1","accession":"0000320121-23-000034","form_type":"8-K","ticker":"TLS","cik":"0000320121","company_name":"TELOS CORP","filed_at":"2023-05-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.787172+00:00","generated_at":"2026-06-15T05:06:00.816968+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"negative","materiality_score":0.55,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Telos shareholders reject say-on-pay advisory vote at 2023 annual meeting","bullets":["Say-on-pay advisory vote failed: 9.7M for vs. 25.9M against; 0.68M abstain.","Shareholders approved amendment increasing 2016 Omnibus Plan by 6M shares (25.3M for, 10.3M against).","Seven directors elected; David Borland received 10.95M for, 25.27M withheld (plurality rule).","Ratification of PricewaterhouseCoopers as auditor for FY 2023 passed with 49.4M for, 0.22M against.","Advisory vote on frequency set to every year (30.5M for every year, 5.4M for every 3 years)."],"urls":{"canonical":"https://secwatch.observer/filing/0000320121-23-000034","json":"https://secwatch.observer/filing/0000320121-23-000034.json","markdown":"https://secwatch.observer/filing/0000320121-23-000034.md","text":"https://secwatch.observer/filing/0000320121-23-000034.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/0000320121-23-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/tls-20230511.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T05:06:00.816968+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"171ebcab6b5a87c8fde882ae5499eff258d4977b","claim":"TELOS CORP shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-08 meeting.","evidence_excerpt":"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, 2023. 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 Total shares voted 49,418,407 221,448 121,568","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/0000320121-23-000034-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"4f49c6a53151a1d340c27c18bfd700f23effb47a","claim":"TELOS CORP shareholders approved Election of seven directors to serve until the 2024 Annual Meeting at the 2023-05-08 meeting.","evidence_excerpt":"1. The holders of the Company’s Common Stock elected seven directors to serve until the 2024 Annual Meeting of the 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 31,020,603 5,199,089 David Borland 10,953,412 25,266,280 John W. Maluda 34,136,677 2,083,015 Bonnie L. Carroll 18,907,434 17,312,258 Derrick D. Dockery 18,569,303 17,650,389 Bradley W. Jacobs 33,759,663 2,460,029 Fredrick D. Schaufeld 28,316,834 7,902,858","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/0000320121-23-000034-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"b5f43cde2c97d775210a37437f7ccfaf77e2cfa5","claim":"TELOS CORP shareholders approved Ratification of Amendment No. 2 to the 2016 Omnibus Long-Term Incentive Plan increasing available shares by six million at the 2023-05-08 meeting.","evidence_excerpt":"3. The holders of the Company’s Common Stock voted to ratify Amendment No. 2 to the 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 six million. The final results of the voting regarding this proposal were as follows: FOR AGAINST ABSTAIN Total shares voted 25,274,127 10,281,316 664,249","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/0000320121-23-000034-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"dd49a7e140a665e731da29cef9b1bd7f00a575f7","claim":"TELOS CORP shareholders rejected Advisory vote on compensation of named executive officers at the 2023-05-08 meeting.","evidence_excerpt":"4. The holders of the Company’s Common Stock did not approve the proposed Board resolution, on an advisory basis, concerning the compensation of the named executive officers as disclosed in the Company’s Annual Proxy Statement. The say-on-pay advisory failed to receive 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 Total shares voted 9,667,043 25,872,490 680,159","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/0000320121-23-000034-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"},{"claim_id":"f538d199db6d8941e748fd6068b03d6a84a8c101","claim":"TELOS CORP shareholders approved Advisory vote on frequency of advisory vote on executive compensation at the 2023-05-08 meeting.","evidence_excerpt":"5. The holders of the Company’s Common Stock voted to approve, on an advisory basis, “every year” for the frequency of the advisory vote on executive compensation. The final results of voting regarding this proposal were as follows: EVERY YEAR EVERY 2 YEARS EVERY 3 YEARS ABSTAIN Total shares voted 30,520,261 144,334 5,380,616 174,481","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/320121/000032012123000034/0000320121-23-000034-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}