8-K

Teladoc Health, Inc. (TDOC)

8-K 2020-06-01 For: 2020-05-28
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 1, 2020 (May 28, 2020)

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-37477 04-3705970
(State or other jurisdiction<br> of incorporation) (Commission<br> File Number) (IRS Employer<br> Identification No.)
2 Manhattanville Road, Suite 203<br> Purchase, New York 10577
--- ---
(Address of principal executive offices) (Zip Code)

(203) 635-2002

Registrant’s telephone number, including area code

Not Applicable

(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:

¨ 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))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share TDOC The New York Stock Exchange

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.  ¨


Item5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders (the “Annual Meeting”) of Teladoc Health, Inc. (the “Company”) was held on May 28, 2020. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each of the three proposals submitted to stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal 1 — Election of Directors

The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the 2021 annual meeting of stockholders of the Company. The voting results for each director nominee are set forth below.

Name For Withheld Broker Non-Votes
Helen Darling 50,012,914 278,967 12,387,211
William H. Frist, M.D. 49,897,676 394,205 12,387,211
Michael Goldstein 49,507,656 784,225 12,387,211
Jason Gorevic 50,066,821 225,060 12,387,211
Catherine A. Jacobson 50,088,330 203,551 12,387,211
Thomas G. McKinley 49,455,062 836,819 12,387,211
Kenneth H. Paulus 49,595,749 696,132 12,387,211
David Shedlarz 49,378,083 913,798 12,387,211
Mark D. Smith, M.D. 49,744,660 547,221 12,387,211
David B. Snow, Jr. 49,578,371 713,510 12,387,211

Proposal 2 — Advisory Vote Approving the Compensationof the Company’s Named Executive Officers

The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The voting results are set forth below.

For Against Abstentions Broker<br> Non-Votes
42,163,371 7,878,639 249,871 12,387,211

Proposal 3 — Ratifying the Appointment of the IndependentRegistered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below.

For Against Abstentions Broker Non-Votes
62,036,962 175,621 466,509 N/A

SIGNATURES


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.

TELADOC HEALTH, INC.
Date: June 1, 2020 By: /s/ Adam C. Vandervoort
Name: Adam C. Vandervoort
Title: Chief Legal Officer and Secretary