What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-25 compared with 2020-04-13 · 98 added, 107 removed, 85 unchanged (71% of the section changed)

24 unchanged sentences

under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over

financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial

officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that

could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of

December 31, 2019 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, in Internal Control — Integrated Framework (2013).

Based on that assessment, the Chief Executive Officer and

Chief Financial Officer have concluded that our internal control over financial reporting was effective as of December 31, 2019.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2019

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the year ended December 31, 2020 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

On March 23, 2021, the Board approved the Third Amended and Restated Bylaws of the Company.

change was to Article III, Section 11, which transfers the responsibility of determining director compensation from the Audit Committee to the Compensation Committee.

The Compensation Committee is already responsible for reviewing and determining

the compensation of the officers and the consolidation of the responsibility for compensation of both officers and directors in the Compensation Committee was done for reasons of efficiency and coordination.

Certain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

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, and the compliance of certain reporting persons with Section 16(a) of the Securities Exchange Act of 1934, as amended, will be included under Election of

Directors, Biographical Information Concerning the Company’s Executive Officers, Section 16(a) Beneficial Ownership Reporting Compliance, 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.

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, and the compliance of certain reporting persons with Section 16(a) of the Securities Exchange Act of 1934, as amended, will be

included under Election of Directors, Biographical Information Concerning the Company’s Executive Officers, Section 16(a) Beneficial Ownership Reporting Compliance, 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.

Executive Compensation

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.

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.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

The information required by this item will be included in our Proxy Statement under

Security Ownership of Certain Beneficial Owners and Management and is incorporated herein by reference.

The information required by this item will be included in our

Proxy Statement under Security Ownership of Certain Beneficial Owners and Management and is incorporated herein by reference.

Certain Relationships and Related Transactions, and

Director Independence

The information required by this item will be included in our Proxy

Statement under Certain Relationships and Related Transactions, and Independence of Directors and is incorporated herein by reference.

The information required by this item will

be included in our Proxy Statement under Certain Relationships and Related Transactions, and Independence of Directors and is incorporated herein by reference.

Principal Accounting Fees and Services

8 unchanged sentences

Exhibit Number

Articles of Amendment of C3, Inc.

dated April 13, 1995 (Incorporated by reference to Exhibit 3.6 filed with the

Company’s Form 10-K report for the year ended December 31, 2011)

Amended and Restated Bylaws of the Company, as amended on October 3, 2007 (Incorporated by reference to Exhibit 3.1 to

the Company’s Form 8-K filed on October 5, 2007)

Credit Agreement, dated January 25, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions Fund II, L.P., and the lenders party thereto (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 31, 2017)

First Amendment to Credit Agreement, effective as of February 23, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions Fund II, L.P., and the lenders

party thereto (Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 10-K report for the year ended December 31, 2016)

Second Amendment to Credit Agreement, dated April 18, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions Fund II, L.P., and the lenders party

thereto (Incorporated by reference to Exhibit 4.1 filed with the Company’s Current Report on Form 8-K on April 24, 2017)

Subordination and Intercreditor Agreement, dated April 18, 2017, among JP Charitable Foundation, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., and Enlightenment Capital Solutions Fund

(Incorporated by reference to Exhibit 4.2 filed with the Company’s Current Report on Form 8-K on April 24, 2017)

Subordination and Intercreditor Agreement, dated April 18, 2017, among Porter Foundation Switzerland, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., and Enlightenment Capital Solutions

Fund II, L.P.

(Incorporated by reference to Exhibit 4.3 filed with the Company’s Current Report on Form 8-K on April 24, 2017)

Articles of Amendment of Telos Corporation dated November 12, 2020 (Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K report on November 16, 2020)

Amended and Restated Bylaws of Telos Corporation, effective as of March 23, 2021

Credit Agreement, dated January 25, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions

Fund II, L.P., and the lenders party thereto (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on January 31, 2017)

First Amendment to Credit Agreement, effective as of February 23, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc.,

Enlightenment Capital Solutions Fund II, L.P., and the lenders party thereto (Incorporated by reference to Exhibit 4.2 filed with the Company’s

Form 10-K report for the year ended December 31, 2016)

Second Amendment to Credit Agreement, dated April 18, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment

Capital Solutions Fund II, L.P., and the lenders party thereto (Incorporated by reference to Exhibit 4.1 filed with the Company’s Current

Report on Form 8-K on April 24, 2017)

Subordination and Intercreditor Agreement, dated April 18, 2017, among JP Charitable Foundation, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc.,

Teloworks, Inc., and Enlightenment Capital Solutions Fund II, L.P.

(Incorporated by reference to Exhibit 4.2 filed with the Company’s Current

Report on Form 8-K on April 24, 2017)

Subordination and Intercreditor Agreement, dated April 18, 2017, among Porter Foundation Switzerland, Telos Corporation, Xacta Corporation, ubIQuity.com,

Inc., Teloworks, Inc., and Enlightenment Capital Solutions Fund II, L.P.

(Incorporated by reference to Exhibit 4.3 filed with the Company’s

Current Report on Form 8-K on April 24, 2017)

First Amendment to Subordinated Loan Agreement, dated April 18, 2017, between Telos Corporation and JP Charitable Foundation (Incorporated by reference to Exhibit 4.4 filed with the Company’s Current Report on Form 8-K on April 24, 2017)

2 unchanged sentences

Amended and Restated Subordinated Promissory Note, dated April 18, 2017, by Telos Corporation in favor of Porter Foundation Switzerland (Incorporated by reference to Exhibit 4.7 filed with the Company’s Current Report on Form 8-K on April 24, 2017)

Third Amendment to Credit Agreement and Waiver, dated March 30, 2018, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions Fund II, L.P., and the lenders

party thereto (Incorporated by reference to Exhibit 4.10 filed with the Company’s Form 10-K report for the year ended December 31, 2017)

Third Amendment to Credit Agreement and Waiver, dated March 30, 2018, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc.,

Enlightenment Capital Solutions Fund II, L.P., and the lenders party thereto (Incorporated by reference to Exhibit 4.10 filed with the

Company’s Form 10-K report for the year ended December 31, 2017)

Fourth Amendment to Credit Agreement and Waiver;

2 unchanged sentences

Fifth Amendment to Credit Agreement and Second Amendment to Fee Letter between Telos Corporation and Enlightenment Capital Solutions Fund II, L.P.

dated March 26, 2020 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on March 30, 2020)

Telos Corporation 2008 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.21 filed with

the Company’s Form 10-K report for the year ended December 31, 2007)

March 26, 2020 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on March 30, 2020)

Telos Corporation 2008 Omnibus Long-Term Incentive Plan

(Incorporated by reference to Exhibit 10.21 filed with the Company’s Form 10-K report for the year ended December 31, 2007)

Second Amended Employment Agreement, dated as of November 12, 2012, between the Company and John B.

Wood (Incorporated

by reference to Exhibit 10.1 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Wood (Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Second Amended Employment Agreement, dated as of November 12, 2012, between the Company and Edward L.

(Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Second Amended Employment Agreement, dated as of November 12, 2012, between the Company and Michele Nakazawa

(Incorporated by reference to Exhibit 10.3 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Williams (Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Second Amended Employment Agreement, dated as of November 12, 2012, between the Company and Michele Nakazawa (Incorporated by reference to Exhibit 10.3 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Amendment to Employment Agreement, dated as of November 12, 2012, between the Company and Brendan D.

(Incorporated by reference to Exhibit 10.4 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Form of Employment Agreement between the Company and six of its executive officers (Incorporated by reference to

Exhibit 10.5 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Telos Corporation 2013 Omnibus Long-Term Incentive Plan (Incorporated by reference to Appendix A filed with the

Company’s Definitive Proxy Statement on Schedule 14A on April 16, 2013)

Form Restricted Stock Agreement (Incorporated by reference to Exhibit 99.2 filed with the Company’s Current Report on

Form 8-K on May 15, 2013)

Malloy (Incorporated by reference to Exhibit 10.4 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Form of Employment Agreement between the Company and six of its executive officers (Incorporated by reference to Exhibit 10.5 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2012)

Telos Corporation 2013 Omnibus Long-Term Incentive Plan

(Incorporated by reference to Appendix A filed with the Company’s Definitive Proxy Statement on Schedule 14A on April 16, 2013)

Form Restricted Stock Agreement (Incorporated by reference

to Exhibit 99.2 filed with the Company’s Current Report on Form 8-K on May 15, 2013)

Employment Agreement, dated as of January 4, 2013, between the Company and Jefferson V.

Wright (Incorporated by

reference to Exhibit 10.29 filed with the Company’s Form 10-K report for the year ended December 31, 2013)

Second Amended and Restated Operating Agreement of Telos Identity Management Solutions , LLC, dated December 24, 2014

(Incorporated by reference to Exhibit 99.2 filed with the Company’s Current Report on Form 8-K on December 31, 2014)

Subordinated Loan Agreement between the Company and Porter Foundation Switzerland dated March 31, 2015

(Incorporated by reference to Exhibit 10.37 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Subordinated Promissory Note between the Company and Porter Foundation Switzerland dated March 31, 2015

(Incorporated by reference to Exhibit 10.38 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Subordinated Loan Agreement between the Company and JP Charitable Foundation Switzerland dated March 31, 2015

(Incorporated by reference to Exhibit 10.39 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Subordinated Promissory Note between the Company and JP Charitable Foundation Switzerland dated March 31, 2015

(Incorporated by reference to Exhibit 10.40 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Wright (Incorporated by reference to Exhibit 10.29 filed with the Company’s Form 10-K report for the year ended December 31, 2013)

Second Amended and Restated Operating Agreement of Telos Identity Management Solutions , LLC, dated December 24, 2014 (Incorporated by reference to Exhibit 99.2 filed with the Company’s Current Report on Form 8-K on December 31, 2014)

Subordinated Loan Agreement between the Company and Porter Foundation Switzerland dated March 31, 2015 (Incorporated by reference to Exhibit 10.37 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Subordinated Promissory Note between the Company and Porter Foundation Switzerland dated March 31, 2015 (Incorporated by reference to Exhibit 10.38 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Subordinated Loan Agreement between the Company and JP Charitable Foundation Switzerland dated March 31, 2015 (Incorporated by reference to Exhibit 10.39 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Subordinated Promissory Note between the Company and JP Charitable Foundation Switzerland dated March 31, 2015 (Incorporated by reference to Exhibit 10.40 filed with the Company’s Form 10-K/A report for the year ended December 31, 2014)

Accounts Receivable Purchase Agreement between Telos Corporation and Republic Capital Access, LLC dated July 15, 2016 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on July 21, 2016)

Financing and Security Agreement between Telos Corporation and Action Capital Corporation, dated July 15, 2016

(Incorporated by reference to Exhibit 99.2 filed with the Company’s Current Report on Form 8-K on July 21, 2016)

Telos Corporation 2016 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 filed with the

Company’s Form 10-Q report for the quarter ended June 30, 2016)

Notice of Grant of Restricted Stock (Incorporated by reference to Exhibit 10.4 filed with the Company’s Form 10-Q

report for the quarter ended June 30, 2016)

Financing and Security Agreement between Telos Corporation and Action Capital Corporation, dated July 15, 2016 (Incorporated by reference to Exhibit 99.2 filed with the Company’s Current Report on Form 8-K on July 21, 2016)

Telos Corporation 2016 Omnibus Long-Term Incentive Plan

(Incorporated by reference to Exhibit 10.3 filed with the Company’s Form 10-Q report for the quarter ended June 30, 2016)

Notice of Grant of Restricted Stock (Incorporated by

reference to Exhibit 10.4 filed with the Company’s Form 10-Q report for the quarter ended June 30, 2016)

Amendment to Financing and Security Agreement Between the Company and Action Capital Corporation dated September 6, 2016 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on September 9, 2016)

Telos ID Sale Bonus Plan (Incorporated by reference to Exhibit 10.48 filed with the Company’s Form 10-K report

for the year ended December 31, 2016)

Telos ID Sale Bonus Plan (Incorporated by reference to

Exhibit 10.48 filed with the Company’s Form 10-K report for the year ended December 31, 2016)

First Amendment to Accounts Receivable Purchase Agreement between Telos Corporation and Republic Capital Access, LLC dated March 2, 2018 (Incorporated by reference to Exhibit 10.48 filed with the Company’s Form 10-K report for the year ended December 31, 2017)

1 unchanged sentence

Amendment to Financing and Security Agreement Between Telos Corporation and Action Capital Corporation dated August 13, 2018 (Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 10-Q report for the quarter ended June 30, 2018)

Second Amendment to Accounts Receivable Purchase

Agreement between Telos Corporation and Republic Capital Access, LLC dated November 15, 2019

Second Amendment to

Accounts Receivable Purchase Agreement between Telos Corporation and Republic Capital Access, LLC dated November 15, 2019 (Incorporated by reference to Exhibit 10.24 filed the Company’s Form 10-K report for the year ended December 31,

Membership Interest Purchase Agreement, dated October 5, 2020 (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on October 6, 2020)

Amended Voting and Support Agreement, dated October 19, 2020 (Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 10-Q report for the quarter ended September 30, 2020)

Amendment No.

1 to the 2016 Omnibus Long-Term Incentive Plan (Incorporated by reference to Exhibit 4.4 filed with the Company’s Form S-8 on January 25, 2021)

The Company’s Annual Cash Incentive Plan for 2021

(Incorporated by reference to Exhibit 99.2 filed with the Company’s Current Report on Form 8-K on November 12, 2020)

Form of Restricted Share Unit Award Notice and Restricted Share or Restricted Share Unit Agreement (Time-Based) (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K on February 3, 2021)

Form of Restricted Share Unit Award Notice

and Restricted Share or Restricted Share Unit Agreement (Performance-Based) (Incorporated by reference to Exhibit 99.2 filed with the Company’s

Current Report on Form 8-K on February 3, 2021)

List of subsidiaries of Telos Corporation

Certification pursuant to Rule 13a-14(a)/15d-14(a)

under the Securities Exchange Act of 1934.

Certification pursuant to Rule 13a-14(a)/15d-14(a)

under the Securities Exchange Act of 1934.

Consent of Independent Registered Public Accounting Firm

Certification pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.

Certification pursuant to 18 USC Section 1350.

13 unchanged sentences

TELOS CORPORATION

Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

April 10, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of

Telos Corporation and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

April 10, 2020

Chief Executive Officer and

Chairman of the Board (Principal

Executive Officer)

March 25, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by

the following persons on behalf of Telos Corporation and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman

of the Board (Principal Executive Officer)

March 25, 2021

/s/ Michele Nakazawa

Chief Financial Officer (Principal Financial and Accounting Officer)

April 10, 2020

Chief Financial Officer (Principal

Financial and Accounting Officer)

March 25, 2021

Michele Nakazawa

/s/ Bernard C.

April 10, 2020

March 25, 2021

/s/ David Borland

April 10, 2020

March 25, 2021

David Borland

April 10, 2020

Gen., USA (Ret.)

/s/ Charles S.

April 10, 2020

Gen., USA (Ret)

April 10, 2020

/s/ Bonnie Carroll

March 25, 2021

Bonnie Carroll

/s/ Fredrick D.

March 25, 2021

Maluda, Major Gen., USAF (Ret)

/s/ Robert J.

April 10, 2020

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.

What changed 10-K

Item 9A. Controls and Procedures