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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

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 18, 2021 (May 17, 2021)

 

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37477   04-3705970
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

2 Manhattanville Road, Suite 203
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 obligations 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.  ¨

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Teladoc Health, Inc. (the “Company”) was held on May 17, 2021. 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 2022 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
Christopher Bischoff   82,825,350   500,929   234,103   32,668,574
Karen L. Daniel   83,240,619   113,317   206,446   32,668,574
Sandra L. Fenwick   83,135,410   218,261   206,711   32,668,574
William H. Frist, M.D.   71,920,397   11,433,694   206,291   32,668,574
Jason Gorevic   82,962,568   367,713   230,101   32,668,574
Catherine A. Jacobson   83,243,444   114,604   202,334   32,668,574
Thomas G. McKinley   76,098,033   7,221,841   240,508   32,668,574
Kenneth H. Paulus   82,000,283   1,327,335   232,764   32,668,574
David Shedlarz   82,901,755   423,433   235,194   32,668,574
Mark Douglas Smith, M.D.   83,016,872   333,621   209,889   32,668,574
David B. Snow, Jr.   82,285,515   1,043,542   231,325   32,668,574

 

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
72,534,520   10,671,743   354,119   32,668,574

 

 

 

 

Proposal 3 — 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, 2021. The voting results are set forth below.

 

For   Against   Abstentions   Broker Non-Votes
115,073,626   389,957   765,373   N/A

 

 

 

 

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 18, 2021 TELADOC HEALTH, INC.
     
  By: /s/ Adam C. Vandervoort
  Name: Adam C. Vandervoort
  Title: Chief Legal Officer and Secretary