8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 21, 2022

Date of Report (Date of earliest event reported)

TELOS CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-08443	52-0880974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19886 Ashburn Road,
Ashburn, Virginia	20147-2358
(Address of principal executive offices)	(Zip Code)

(703) 724-3800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, $0.001 par value per share	TLS	The Nasdaq Stock Market LLC

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers.

On January 14, 2022, Mr. Bernard C. Bailey informed Telos Corporation that he would not stand for re-election to its Board of Directors (the “Board”) at the 2022 Annual Meeting of Stockholders. He does not have any disagreements with Telos relating to its operations, policies or practices.

On January 19, 2022, the Board voted to expand the number of seats on the Board by two and appointed Mr. Bradley W. Jacobs and Mr. Derrick Dockery. Mr. Jacobs will serve on the Audit Committee. Mr. Dockery will serve on the Management Development and Compensation Committee and the Nominating Committee.

A copy of the press release announcing Mr. Bailey’s decision not to stand for re-election and the appointments of Mr. Jacobs and Mr. Dockery is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 8.01.    Other Events.

On January 21, 2022, the Company issued a press release announcing the changes to Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

99.1 Press Release, issued January 21, 2022

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S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TELOS CORPORATION
By:	/s/ Jefferson V. Wright
	Jefferson V. Wright
	Executive Vice President, General Counsel

Date:  January 21, 2022

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EX-99.1

Exhibit 99.1

Telos Corporation Announces Changes to Board of Directors

–Company appoints Bradley Jacobs and Derrick Dockery

–Bernard Bailey will not stand for reelection after 16 years of service

Ashburn, VA – January 21, 2022 – Telos® Corporation, a leading provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious organizations, today announced that Bradley Jacobs and Derrick Dockery have been appointed as new members of the company’s board of directors. In addition, Telos announced that Bernard Bailey has chosen not to stand for re-election to the board of directors at its 2022 Annual Meeting of Stockholders.

“We are pleased to welcome Bradley Jacobs and Derrick Dockery to our board of directors,” said John B. Wood, Telos CEO and chairman. “Telos is at an exciting place in its history, and I have no doubt that the company will benefit greatly from their leadership and vision.”

Bradley Jacobs currently serves as a consultant on Department of Defense and federal agency bid protests, adjunct professor at Rollins College and board member of two nonprofit organizations, the Tragedy Assistance Program for Survivors (TAPS) and the Jewish Federation of Greater Orlando. Prior to his current positions, Jacobs served as senior vice president of finance at BAE Systems, Inc., a provider of technology-led defense, aerospace and security solutions, where he was responsible for financial accountability for the company’s U.S. based operating groups.

A former NFL offensive lineman, Derrick Dockery holds a wealth of knowledge working with advocacy groups, corporations, government and non-government agencies. Currently, Dockery is the co-founder of Yellow Ribbons United, a nonprofit focused on bridging the gap between military service and civilian life through civic and social action. In addition, he serves as a government relations and public affairs professional for TikTok. Dockery previously served as the business and intergovernmental coalitions director for Paul Ryan, former Speaker of the United States House of Representatives, where he led coalition efforts with the business, state and local government communities.

Bernard Bailey has been a member of the board of directors since 2006. Dr. Bailey has also served as chairman and CEO of Paraquis Solutions LLC, a privately held consulting and information technology services firm, and as the President and CEO of Viisage Technology, Inc., a provider of advanced technology identity solutions.

“Over the past 16 years, Dr. Bailey has provided our board of directors with excellent leadership and strong strategic execution, providing significant contributions to Telos’ growth and success,” said Wood. “On behalf of Telos and the company’s board of directors, I would like to extend my most sincere thanks for his dedicated service.” For a full list of the Telos Board members, visit: https://www.telos.com/company/management-directors/

About Telos Corporation

Telos Corporation (NASDAQ: TLS) empowers and protects the world’s most security-conscious organizations with solutions for continuous security assurance of individuals, systems, and information. Telos’ offerings include cybersecurity solutions for IT risk management and information security; cloud security solutions to protect cloud-based assets and enable continuous compliance with industry and government security standards; and enterprise security solutions for identity and access management, secure mobility, organizational messaging, and network management and defense. The company serves commercial enterprises, regulated industries and government customers around the world. 

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Media:

Mia Wilcox

media@telos.com

(610) 564-6773

Investors:

Tom Phillips

InvestorRelations@telos.com

XML

Cover	Jan. 21, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 21, 2022
Entity Registrant Name	TELOS CORPORATION
Entity Incorporation, State or Country Code	MD
Entity File Number	001-08443
Entity Tax Identification Number	52-0880974
Entity Address, Address Line One	19886 Ashburn Road
Entity Address, City or Town	Ashburn
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20147-2358
City Area Code	703
Local Phone Number	724-3800
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	TLS
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000320121
Amendment Flag	false