Teladoc Health Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TDOC
Medical/Nursing Services
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 22, 2025
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Teladoc Health, Inc. (the “Company”) was held on May 22, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Teladoc Health, Inc. 2023 Incentive Award Plan (the “Incentive Award Plan”) to increase the number of shares of the Company’s common stock, par value $0.001, available for issuance under the Incentive Award Plan by 6,850,000 shares. A description of the material terms of the the Incentive Award Plan and the Amendment was included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to its stockholders commencing on or about, April 8, 2025 in connection with the Annual Meeting (the “Proxy Statement”), and is incorporated herein by reference into this Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company previously filed with the Securities and Exchange Commission the Proxy Statement and related materials pertaining to the Annual Meeting, which describe in detail each of the four 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 2026 Annual Meeting of Stockholders of the Company and until their respective successors have been duly elected and qualified. The voting results for each director nominee are set forth below.
Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Charles Divita, III | 82,012,996 | 1,372,695 | 136,044 | 38,830,740 | ||||||||||||||||||||||
J. Eric Evans | 80,758,680 | 2,617,669 | 145,386 | 38,830,740 | ||||||||||||||||||||||
Sandra L. Fenwick | 80,447,338 | 2,890,142 | 184,255 | 38,830,740 | ||||||||||||||||||||||
Catherine A. Jacobson | 81,798,568 | 1,577,599 | 145,568 | 38,830,740 | ||||||||||||||||||||||
Thomas G. McKinley | 80,114,045 | 3,261,280 | 146,410 | 38,830,740 | ||||||||||||||||||||||
Kenneth H. Paulus | 72,437,812 | 10,937,509 | 146,414 | 38,830,740 | ||||||||||||||||||||||
David L. Shedlarz | 80,808,831 | 2,570,931 | 141,973 | 38,830,740 | ||||||||||||||||||||||
Mark Douglas Smith, M.D., MBA | 80,417,521 | 2,915,347 | 188,867 | 38,830,740 | ||||||||||||||||||||||
David B. Snow, Jr. | 63,470,821 | 19,907,624 | 143,290 | 38,830,740 | ||||||||||||||||||||||
Proposal 2 — Advisory Vote Approving the Compensation of 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 Non-Votes | |||||||||||||||||
| 61,160,355 | 22,179,678 | 181,702 | 38,830,740 | |||||||||||||||||
Proposal 3 — Approving an Amendment to the Teladoc Health, Inc. 2023 Incentive Award Plan
The stockholders of the Company approved an amendment to the Teladoc Health, Inc. 2023 Incentive Award Plan. The voting results are set forth below.
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 57,223,616 | 26,144,887 | 153,232 | 38,830,740 | |||||||||||||||||
Proposal 4 — Ratifying the Appointment of the Independent Registered 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, 2025. The voting results are set forth below.
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 119,901,096 | 1,578,694 | 872,685 | N/A | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
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.
Date: May 23, 2025
Teladoc Health, Inc. | |||||
By: | /s/ Adam C. Vandervoort | ||||
Name: | Adam C. Vandervoort | ||||
Title: | Chief Legal Officer and Secretary | ||||