Telos (TLS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, to elect seven directors, ratify PwC as auditor, approve an amendment to the 2016 Omnibus Long-Term Incentive Plan, and hold an advisory vote on executive compensation.

• Proxy materials are distributed primarily via internet, with voting available online, by phone, or by mail.

• Record date for voting is March 10, 2026, with 77,256,010 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, ratification of PwC as auditor, approval of Amendment No. 2 to the 2016 LTIP (adding 5,380,000 shares), advisory say-on-pay vote, and other business.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 24, 2026.

Board of directors and corporate governance

• Seven director nominees, majority independent, with diverse backgrounds in business, government, military, and non-profit sectors.

• Board committees: Audit, Management Development and Compensation, Nominating and Corporate Governance.

• Board held six meetings in 2025; all directors attended at least 75% of meetings.

• Corporate governance guidelines, code of ethics, and insider trading policy are in place.

• No lead independent director; CEO also serves as Chairman.