Telos (TLS) Proxy filing summary

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting or until successors are elected and qualified.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

• Approval of Amendment No. 2 to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Provision for other business to be transacted as may properly come before the meeting.

Board of directors and corporate governance

• Seven nominees are proposed for election to the board, including John B. Wood, David Borland, Maj. Gen. (ret) John W. Maluda, Bonnie Carroll, Derrick D. Dockery, Brad Jacobs, and Fredrick D. Schaufeld.

Executive compensation and say-on-pay

• Advisory vote is scheduled to approve the compensation of named executive officers.

• Amendment to the long-term incentive plan is proposed for shareholder approval.