18 unchanged sentences
Also, projections of any evaluation of effectiveness in such assessment to future periods are subject to the risk that controls may be inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Remediation of Previously Disclosed Material Weakness in Internal Control over Financial Reporting
−Removed: As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, management identified a material weakness as of that date.
−Removed: The material weakness identified as of December 31, 2022 was related to ineffective design and maintenance of controls over the assessment of the accounting for forfeiture of non-standard equity awards.
−Removed: In response to the material weakness, we implemented changes to our internal control over financial reporting, which consisted primarily of enhancement of existing processes and controls over the accounting for the forfeiture of non-standard equity awards.
−Removed: We have completed documentation of these corrective actions and, based on the evidence obtained in validating the design and operating effectiveness of the implemented control, we have concluded that the previously disclosed material weakness has been remediated as of March 31, 2023.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.
Other Information
4 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Information required by this item regarding executive officers, directors and nominees for directors, including information with respect to our audit committee and audit committee financial expert, will be included under Election of Directors, Biographical Information Concerning the Company's Executive Officers, Corporate Governance, Independence of Directors, Board of Directors Nomination Process, Role in Risk Oversight, Meetings of the Board of Directors and Committees of the Board of Directors, as well as Audit Committee, Management Development and Compensation Committee, and Nominating and Corporate Governance Committee, in the Proxy Statement and is incorporated herein by reference.
+Added: Information required by this item regarding executive officers, insider trading policies and procedures, directors and nominees for directors, including information with respect to our audit committee and audit committee financial expert, will be included under Election of Directors, Executive Officers, Corporate Governance, Corporate Governance Guidelines, Independence of Directors, Board of Directors Nomination Process, Information Security and Risk Oversight, Meetings of the Board of Directors, Compensation of Directors, and Committees of the Board of Directors, as well as Management Development and Compensation Committee Report, and Insider Trading Policy in the Proxy Statement and is incorporated herein by reference.
Executive Compensation
−Removed: The information required by this item will be included in our Proxy Statement under Compensation of Executive Officers and Directors and is incorporated herein by reference.
+Added: The information required by this item will be included in our Proxy Statement under the Advisory Vote on Executive Compensation and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The following table sets forth as of December 31, 2023, information with respect to (a) number of securities to be issued upon exercise of outstanding options, warrants, and rights, (b) the weighted average exercise price of outstanding options, warrants, and rights and (c) the number of securities remaining available for future issuance under our existing equity incentive plan.
−Removed: All shares under our existing equity incentive plan may be issued in the form of restricted stock, performance shares, stock appreciation rights, stock units, or other stock-based awards.
−Removed: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
−Removed: Equity compensation plans approved by security holders (1)
−Removed: 2,176,413 $ 5.07 4,831,794
−Removed: Equity compensation plans not approved by security holders — — —
−Removed: Total 2,176,413 $ 5.07 4,831,794
−Removed: (1) Consists of the Company's 2016 Omnibus Long-Term Incentive Plan, as amended.
−Removed: All other information required by this item is herein incorporated by reference to the Proxy Statement relating to the 2024 Annual Meeting of Stockholders.
+Added: The information required by this item will be included in our Proxy Statement under Approval of the Amendment to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
1 unchanged sentence
Principal Accounting Fees and Services
−Removed: The information required by this item will be included in our Proxy Statement under Independent Registered Public Accounting Firm and is incorporated herein by reference.
+Added: The information required by this item will be included in our Proxy Statement under Ratification of Independent Registered Public Accounting Firm and is incorporated herein by reference.
Exhibits and Financial Statement Schedules
14 unchanged sentences
10-K March 28, 2022 4.13
−Removed: * Forms of Indemnification Agreement between the Company and 16 of its directors and executive officers
+Added: * Form of Indemnification Agreement between the Company and its directors and executive officers
10-Q May 17, 2021 10.1
9 unchanged sentences
10-K March 16, 2023 10.5
+Added: * + Executive Employment Agreement between Malcolm Cooke and the Company, dated as of February 20, 2025
* Annual Incentive Plan for 2022
2 unchanged sentences
8-K September 20, 2023 99.1
−Removed: * Telos Corporation 2016 Omnibus Long-Term Incentive Plan
−Removed: 10-Q August 15, 2016 10.3
−Removed: * Amendment No.
−Removed: 1 to the 2016 Omnibus Long-Term Incentive Plan
−Removed: S-8 January 25, 2021 4.4
−Removed: * Amendment No.
−Removed: 2 to the Telos Corporation 2016 Omnibus Long-Term Incentive Plan
−Removed: DEF 14A March 28, 2023 A
−Removed: * Notice of Grant of Restricted Stock
+Added: * Amended and Restated 2016 Omnibus Long-Term Income Plan
+Added: 8-K May 22, 2024 10.1
+Added: * Form of N otice of Grant of Restricted Stock
10-Q August 15, 2016 10.4
11 unchanged sentences
10-Q May 10, 2023 10.1
+Added: + Insider Trading Policy
* constitutes a management contract or compensatory plan or arrangement
9 unchanged sentences
Policy Relating to Recovery of Erroneously Awarded Compensation
+Added: 10-K March 15, 2024 97.1
101.INS + XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
38 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.