Telos (TLS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2025, 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 to reduce costs and environmental impact.

• Record date for voting is March 17, 2025, with 74,870,155 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on: election of seven directors, ratification of PwC as auditor, approval of an amendment to the 2016 LTIP, advisory say-on-pay vote, and other business.

• Amendment to the 2016 LTIP increases available shares by 4.9 million and updates the definition of “corporate transaction.”

• Shareholder proposals for the 2026 meeting must be submitted by November 28, 2025.

Board of directors and corporate governance

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

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

• Board and committee meetings had high attendance; all directors except one attended the 2024 annual meeting.

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