`UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 13, 2013
TELOS CORPORATION
(Exact name of registrant as specified in charter)
| Maryland | 001-08443 | 52-0880974 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer ID No.) |
| 19886 Ashburn Road, Ashburn, Virginia | | 20147-2358 |
| (Address of principle executive offices) | | (Zip Code) |
(703) 724-3800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 13, 2013, Telos Corporation (“Telos” or the “Company”) held the annual meeting of its stockholders. Three proposals were submitted to the holders of the Company’s Class A Common Stock and Class B Common Stock for their approval, which proposals are described in detail in the Company’s proxy statement for the 2013 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:
1. The holders of the Company’s Class A and Class B Common Stock elected nine Class A/B directors to serve until the 2014 Annual Meeting of the stockholders. Each of the nominees received the affirmative vote of a plurality 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 | | 35,573,879 | | 24,391 | |
| Bernard C. Bailey | | 35,573,879 | | 24,391 | |
| David Borland | | 35,573,879 | | 24,391 | |
| William M. Dvoranchik | | 35,573,879 | | 24,391 | |
| Lt. Gen. (ret) Bruce R. Harris | | 35,573,879 | | 24,391 | |
| Lt. Gen. (ret) Charles S. Mahan, Jr. | | 35,573,879 | | 24,391 | |
| Maj. Gen. (ret) John W. Maluda | | 35,573,879 | | 24,391 | |
| Robert J. Marino | | 35,573,879 | | 24,391 | |
| Vice Admiral (ret) Jerry O. Tuttle | | 35,573,879 | | 24,391 | |
2. The holders of the Company’s Class A and Class B Common Stock voted to approve the 2013 Omnibus Long-Term Incentive Plan. The Plan 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 |
| 35,567,681 | | 24,391 | | 6,198 |
3. The holders of the Company’s Class A and Class B Common 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, 2013. 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 |
| 35,572,659 | | 24,391 | | 1,220 |
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. | Description |
| | |
| 99.1 | Telos Corporation 2013 Omnibus Long-Term Incentive Plan (previously filed with the Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 16, 2013, and incorporated herein by reference). |
| | |
| Form Restricted Stock Agreement. |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 15, 2013 | | |
| | | TELOS CORPORATION | |
| | | | |
| | By: | /s/ Michele Nakazawa | |
| | | Michele Nakazawa | |
| | | Chief Financial Officer | |
