TELOS CORPORATION (OTCMKTS:TLSRP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
board of directors approved grants of 5,005,000 shares of
restricted stock under the Corporation’s 2008 Omnibus
Long-Term Incentive Plan, 2013 Omnibus Long-Term Incentive Plan
and 2016 Omnibus Long-Term Incentive Plan. The shares of
restricted stock vest in four equal installments beginning on
May 11, 2017. These awards were issued as consideration for
services rendered or to be rendered by the recipients, and the
Company did not receive any cash consideration. The shares of
restricted stock were issued in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act
of 1933.
“Company”) held the annual meeting of its stockholders. Four
proposals were submitted to the holders of the Company’s Class
A Common Stock and Class B Common Stock for their approval,
which are described in detail in the Company’s proxy statement
for the 2017 Annual Meeting of Stockholders as filed with the
Securities and Exchange Commission. The final results of voting
for each matter submitted to a vote of the stockholders at the
meeting were as follows:
Stock elected seven Class A/B directors to serve until the 2017
Annual Meeting of the stockholders. Each of the nominees
received the affirmative vote of a majority of the shares of
the Company’s Class A and Class B Common Stock cast by
stockholders present in person or represented by proxy at the
annual meeting. The final results of voting regarding this
proposal were as follows:
|
Name
|
For
|
Withheld
|
|
John B. Wood
|
31,374,569
|
24,391
|
|
Bernard C. Bailey
|
31,374,569
|
24,391
|
|
David Borland
|
31,374,569
|
24,391
|
|
Lt. Gen. (ret.) Bruce R. Harris
|
31,374,569
|
24,391
|
|
Lt. Gen. (ret.) Charles C. Mahan, Jr.
|
31,374,569
|
24,391
|
|
Maj. Gen. (ret.) John W. Maluda
|
31,374,569
|
24,391
|
|
Robert J. Marino
|
31,374,569
|
24,391
|
Stock voted to ratify the appointment of BDO USA, LLP as the
Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2016. The ratification
received the affirmative vote of a majority of the votes cast
by the holders of the Company’s Class A and Class B 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
|
|
31,398,960
|
voted to approve the Board resolution approving, on an advisory
basis, the compensation of the named executive officers as
disclosed in the Company’s Annual Proxy Statement, to the
compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis,
the Summary Compensation Table, and the other related tables and
disclosures. The say-on-pay advisory received the affirmative
vote of a majority of the votes cast by the holders of the
Company’s Class A and Class B 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
|
|
31,258,371
|
24,391
|
116,198
|
voted to approve, on an advisory basis, the frequency of future
votes on the compensation of the Company’s named executive
officers. The advisory “frequency” vote is required every six
years. The Company’s Class A and Class B Common Stock selected
once “every three years” for the frequency of the vote on
executive compensation. The final results of voting regarding
this proposal were as follows:
|
Every Three Years
|
Every Two Years
|
Every Year
|
Abstain
|
|
31,140,757
|
240,791
|
16,519
|
About TELOS CORPORATION (OTCMKTS:TLSRP)
Telos Corporation is an information technology company focused on designing and providing advanced technologies to deliver solutions that empower and protect the enterprises. The Company’s solutions leverage mobile communication and real-time collaboration. It protects assets that include the critical operational and tactical systems of its customers so that they can conduct their global missions. Its customer base consists primarily of military, intelligence and civilian agencies of the federal government and North Atlantic Treaty Organization (NATO) allies around the world. Its solutions consist of Cyber Operations and Defense, Identity Management and information technology (IT) and Enterprise Solutions. Cyber Operations and Defense includes Cyber Security and Secure Mobility. It provides Xacta IA Manager software and cybersecurity services to its customers. It provides consulting services to its customers under either a firm-fixed price (FFP) or time-and-materials (T&M) basis. TELOS CORPORATION (OTCMKTS:TLSRP) Recent Trading Information
TELOS CORPORATION (OTCMKTS:TLSRP) closed its last trading session 00.00 at 15.00 with 100 shares trading hands.
