TELOS CORP

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2020TELOS CORP : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)
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TELOS CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

11/12/2020 | 05:12pm EDT

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

Changes to Board of Directors

On November 8, 2020, Lieutenant General Bruce R. Harris (USA, Ret.) informed the Company that he is resigning from the Board of Directors of the Company (the "Board"), effective November 8, 2020. Lt. Gen. Harris's departure is not due to a disagreement with the Company, the Board, or management on any matter relating to the Company's operations, policies, or practices. On November 8, 2020, the Board appointed Mr. Fredrick Schaufeld to the Board to serve until the next annual meeting of the stockholders of the Company. Mr. Schaufeld will serve on the Management Development and Compensation Committee.A copy of the press release announcing Lt. Gen. Harris's departure and Mr. Schaufeld's appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

On November 8, 2020, Robert J. Marino informed the Company that he is resigning from the Board contingent upon the consummation of the Company's contemplated initial public offering ("IPO") and effective as of the closing of such IPO. Mr. Marino's departure is not due to a disagreement with the Company, the Board, or management on any matter relating to the Company's operations, policies, or practices.

Adoption of Annual Cash Incentive Plan

On November 5, 2020, the Compensation Committee of the Board approved, and on November 8, 2020, the Board reviewed and adopted an Annual Cash Incentive Plan ("AIP") for 2021, a copy of which is attached to this Current Report on form 8-K as Exhibit 99.2 and is incorporated herein by reference.

The Company's senior officers are eligible for incentive cash bonus awards under the AIP. The purpose of the AIP is to provide each senior executive officer the opportunity annually to earn a cash bonus as an incentive to put forth maximum efforts for both our short-term and long-term success and to drive achievement of the Company's long-term growth and profitability objectives. The AIP is based upon one or more financial performance targets as determined by the Compensation Committee on an annual basis. Awards under the AIP are an integral component of compensation that link and reinforce executive decision-making and performance with the annual objectives of the Company. The AIP is administered by the Compensation Committee, and determinations by the Compensation Committee are final, conclusive and binding on all parties. The Compensation Committee has the discretion to determine the appropriate performance targets, the amount of the awards, and the leverage features described below. The amount of the awards, performance targets, and leverage features generally are established in writing prior to or during the first quarter of each year.

The amounts of the potential AIP awards to the Company's senior executives range from 40% to a maximum of 100% of the annual salaries of the various senior executives (with the CEO set at 100% of his annual salary and all other senior officers set at lower percentages of each of their salaries), subject to leveraging in accordance with an AIP Award Leverage Schedule. The amount of leverage ranges from a low of 0% (in the event performance falls below 100% of the performance target), in which case no AIP award would be earned, to a high of 200% (in the event performance is achieved equal to or higher than 120% of the performance target), with the performance at target set to a leverage amount of 100% of the senior officer's potential AIP award. The performance targets are subject to equitable adjustment, in the discretion of the Compensation Committee, in the event of significant transactions such as corporate acquisitions or dispositions. The AIP and the annual cash incentives potentially payable under it for the Company's senior officers are generally competitive with similar annual incentive compensation earned by senior executives at our peer companies, as evaluated by the Company's independent executive compensation advisor and reported to the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

   99.1        Press Release, dated November 12, 2020
   99.2        Annual Cash Incentive Plan for 2021


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