SECURITIES AND EXCHANGE COMMISSION
Filed by the Registrant ☒ | |
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Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 TELADOC HEALTH, INC. (Name of Registrant as Specified In Its Charter) | ||
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(2)
17, 2021
The purpose
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Only stockholders of record at the close of business on March 31, 201623, 2021 may vote at the meeting or any postponementspostponement(s) or adjournmentsadjournment(s) of the meeting.
By order of the Board of Directors, | ||
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ii
2 Manhattanville Road, Suite 203
Purchase, New York 10577
(203) 635-2002
www.teladoc.com
2016
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Stockholders also will consider any
or any postponement(s) or adjournment(s) thereof.
Teladoc’s 2015
7, 2021.
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The record date for the meeting is March 31, 2016. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. The only class of stock entitled to be voted at the meeting is Teladoc common stock. Each outstanding share of common stock is entitled to one vote for all matters before the meeting. At the close of business on the record date, there were 38,707,479 shares of Teladoc common stock outstanding.
A list of stockholders entitled to vote at the annual meeting will be available for examination on the Internet through the virtual web conference during the annual meeting.
You may at the meeting. The only class of stock entitled to be voted at the meeting is Teladoc Health common stock. Each outstanding share of common stock is entitled to one vote by proxy using for all matters before the meeting. At the close of business on the record date, there were 154,289,172 shares of Teladoc Health common stock outstanding.
Please note that there are separate telephone and Internet arrangements depending on whether you are a registered stockholder (that is, if you hold your stock in your own name) or you hold your shares in “street name” (that is, in the name of a brokerage firm or bank that holds your securities account). In either case, you must follow the procedures described in your Notice.
How many shares must be present to hold the online meeting?
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.
What if a quorum is not present at the online meeting?
If a quorum is not present or represented at the meeting, the holders of a majority of the shares entitled to vote at the meeting who are present in person or represented by proxy, or the chairman of the meeting, may adjourn the meeting until a quorum is present or represented. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.
What do I need in order to be able to attend the online meeting?
The Company will be hosting the 2016 Annual Meeting live online. You can attend the 2016 Annual Meeting live online at www.virtualshareholdermeeting.com/TDOC2016. The webcast will start at 2:00 p.m. EDT. You may vote and submit questions while attending the meeting online. You will need the sixteen-digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) in order to be able to enter the meeting.
How can I vote my shares during the online meeting?
Shares held in your name as the stockholder of record may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/TDOC2016 during the meeting. You will need your control number found in the Notice. Shares held beneficially in street name may be voted by you at the meeting only if you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the online meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the online meeting.
Is there a deadline for submitting proxies
Proxies submitted electronically or by telephonemail as described above must be received by 11:59 pmp.m. EDT on May 25, 2016.
Proxies submitted by mail should16, 2021.
3•
Only stockholders eligible
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| The affirmative vote of a majority of the votes cast (excluding abstentions and broker non-votes) at the Annual Meeting at which a quorum is present, either in person or by proxy, by the holders entitled to vote thereon is required to elect the director-nominees. This means that the number of votes cast “FOR” a director-nominee exceeds the votes cast “against” that director-nominee. Abstentions and broker non-votes will have no effect on the results of the vote on the election of directors. | |
| Proposal 2 – Advisory Vote Approving the | | | The affirmative vote of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting at which a quorum is present, either in person or by proxy, by the holders entitled to vote thereon is required to approve the | |
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| Ratifying the appointment of Ernst & Young LLP as | |
If you submitmembers of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy but do not indicatematerials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and Annual Report to any voting instructions, your shares will be voted:
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Will any other business be conductedstockholder at the meeting?
Teladoc’s bylaws require stockholdersa shared address to give advance noticewhich we delivered a
4Teladoc Health, Inc.
comes before the stockholders for a vote at the online meeting, however, the proxy holders will vote yourStockholders who hold shares in accordancestreet name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.
your questions. You may reach Teladoc Health at:
The affirmative vote oftime by a pluralityresolution of the votes cast at the online meeting is required to elect the three nominees as directors. This means that the three nominees will be elected if they receive more affirmative votes than any other person. The proxy card enables you to vote FOR all nominees proposed by the Board, to WITHHOLD authority for all nominees or to vote FOR ALL EXCEPT one or moremajority of the nominees being proposed. VotingBoard. Immediately prior to the Annual Meeting, our Board will consist of thirteen members, although there are only eleven director-nominees standing for all nominees except those you list on the proxy card is the equivalent of withholding your vote for those Directors you have listed. If you vote “Withheld” with respectreelection. The Board determined not to one or more nominees, your shares will not be voted with respect to the person or persons indicated.
What happens if a nominee is unablerenominate Hemant Taneja and Glen Tullman to stand for election?reelection, and their terms will end at the conclusion of the Annual Meeting. The Board determined that, effective at the conclusion of the Annual Meeting, the size of the Board will be decreased from thirteen to eleven directors.
How many votes are required to ratify the appointment of Teladoc’s independent registered public accounting firm for the fiscal year ending December 31, 2016?
nominee.
How will abstentions be treated?
Abstentions will be treated as shares present for quorum purposes and entitled to vote, and will have the same practical effect as votes against a proposal.
How will broker non-votes be treated?
Broker non-votes will be treated as shares present for quorum purposes. Your broker will be entitled to vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal 2) without your voting instructions, but not on the election of directors (Proposal 1).
Is Teladoc an “Emerging Growth Company?”
Yes. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
5
Directors and Executive Officers
The following table sets forth the amount of Teladoc common stock, par value $0.001 per share, beneficially owned by each director or director-nominee, each named executive officer included in the Summary Compensation Table on page 21, and all directors, director-nominees and executive officers as a group as of March 31, 2016. Beneficial ownership is determined in accordance with applicable rules of the SEC. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.
The address of each individual named in the table below is c/o Teladoc, Inc., 2 Manhattanville Road, Suite 203, Purchase, New York 10577.
Name of Beneficial Owner |
| Number of |
| Number of | (1) | Percent | (2) |
Mr. Martin R. Felsenthal |
| 9,900 |
| — |
| * |
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William H. Frist, M.D. |
| 4,500 |
| 53,735 |
| * |
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Mr. Michael Goldstein |
| — |
| 27,479 |
| * |
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Mr. Jason Gorevic |
| 927,258 |
| 500,992 |
| 3.69 |
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Mr. Mark Hirschhorn |
| 283,387 |
| 76,598 |
| * |
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Mr. Thomas Mawhinney |
| — |
| — |
| * |
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Mr. Thomas G. McKinley |
| — |
| — |
| * |
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Mr. Dana G. Mead, Jr. |
| 10,135 | (3) | — |
| * |
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Mr. Arneek Multani |
| — |
| — |
| * |
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Mr. James Outland |
| 69,089 |
| — |
| * |
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Mr. David B. Snow, Jr. |
| — |
| 55,214 |
| * |
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Mr. Adam C. Vandervoort |
| 200 |
| 46,485 |
| * |
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All directors, nominees for director and executive officers as a group (14 persons) |
| 1,420,883 |
| 877,290 |
| 5.94 |
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Director, Year First Elected as Director |
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Christopher Bischoff 2020 |
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Director, Year First Elected as Director | | | Age | | | Principal Occupation, Business and Directorships and Qualifications | |
Karen L. Daniel 2020 | | | 63 | | | Ms. Daniel became a member of our Board in November 2020. Ms. Daniel retired in July 2018 as executive director, division president and chief financial officer of the Global Finance and Technology Solutions division for Black & Veatch, a global leader in providing engineering, consulting and construction services for energy, water, and telecommunication sectors. As CFO, she was responsible for leading the company’s global financial operations that included treasury, tax, accounting, financial reporting, budgeting and financial systems, and establishing corporate financial policies. Ms. Daniel also led the company’s global IT organization, which included oversight of systems, technology development and associated service providers. Ms. Daniel currently serves on the boards of directors of publicly traded Commerce Bancshares Inc. and Snap-On Incorporated and previously served as a director of Livongo until our merger with Livongo in October 2020. In 2020, she completed a three-year term on the board of Blue Cross and Blue Shield of Kansas City. She is also the past chairwoman of the Greater Kansas City Chamber of Commerce. She holds a Bachelor of Science degree in accounting from Northwest Missouri State University and a Master of Science degree in accounting from the University of Missouri-Kansas City. Our Board concluded that Ms. Daniel should serve as a director because of her executive leadership experience and her extensive background in finance. | |
Sandra L. Fenwick 2020 | | | 70 | | | Ms. Fenwick became a member of our Board in November 2020. Ms. Fenwick retired in March 2021 as chief executive officer of Boston Children’s Hospital, where she led the nation’s foremost independent pediatric hospital and the world’s leading center of pediatric medical and health research. She has been a driving force to improve the effectiveness and efficacy of the care provided at Boston Children’s, while at the same time reducing the cost of care. Ms. Fenwick joined Boston Children’s in 1999 as senior vice president and was appointed chief operating officer that year. She was named president in 2008 and was appointed chief executive officer in 2013. Ms. Fenwick currently serves on the boards of directors of Harvard’s Wyss Institute for Biologically Inspired Engineering, Inc., Risk Management Foundation of the Harvard Medical Institutions, Inc. and BCH Foundation UK Limited. Ms. Fenwick previously served as a director of Livongo until our merger with Livongo in October 2020. She is also a member of the Massachusetts Women’s Forum and Women Corporate Directors Boston. She holds a bachelor’s degree from Simmons College with distinction and a master’s in Public Health degree in Health Services Administration from the University of Texas School of Public Health. She has received numerous awards and honorary degrees for her contributions to healthcare. Our Board concluded that Ms. Fenwick should serve as a director because of her executive leadership experience and her extensive background in the healthcare industry. | |
William H. Frist, M.D. 2014 | | | 69 | | | Dr. Frist became a member of our Board in September 2014. Since 2007, Dr. Frist has served as a Special Partner in Cressey & Company, a private investment firm focused exclusively on investing in and building leading healthcare businesses. He is | |
Director, Year First Elected as Director | | | Age | | | Principal Occupation, Business and Directorships and Qualifications | |
| | | | | | chairman of the Cressey Distinguished Executive Council. Senator Frist is also a partner at Frist Cressey Ventures, a venture capital firm specializing in healthcare investments. As a U.S. Senator, Dr. Frist represented Tennessee for 12 years where he served on both the Finance and HELP committees responsible for writing all health legislation. He served as U.S. Senate Majority Leader from 2003 to 2007. Prior to the Senate, Dr. Frist spent 20 years in clinical medicine, completing surgical training at Harvard’s Massachusetts General Hospital and Stanford, and he subsequently founded the Vanderbilt Multi-Organ Transplant Center. Dr. Frist serves as an adjunct professor of Cardiac Surgery at Vanderbilt University. His previous board service includes Princeton University and the Smithsonian Institution. Dr. Frist currently serves as a director of the publicly traded companies Select Medical, SmileDirectClub, Accolade, and GS Acquisitions Holding Corp II (GSAH). In addition, he serves on the boards of Aegis Sciences Corporation, MDSave and Devoted Health. He previously served as a director of AECOM from 2014 to 2020, URS Corporation from November 2009 to 2014, and on the board of Third National Bank from 1990 to 1994. His current board service includes the Robert Wood Johnson Foundation, The Nature Conservancy, NashvilleHealth and SCORE. Dr. Frist earned his B.A. from Princeton University and M.D. from Harvard Medical School. Our Board has concluded that Dr. Frist should serve as a director because of his significant directorship experience and his broad experience in the healthcare industry. | |
Jason Gorevic 2009 | | | 49 | | | Mr. Gorevic has been chief executive officer of Teladoc Health and a member of our Board since June 2009. Prior to joining Teladoc Health, Mr. Gorevic worked in various capacities at WellPoint, Inc. (now Anthem Inc.), including president of Empire BlueCross BlueShield and senior vice president and chief marketing and product officer. From 2002 to 2005, Mr. Gorevic was a member of Empire BlueCross BlueShield’s leadership team, as chief sales and marketing officer. From July 2000 to December 2001, Mr. Gorevic served as chief executive officer of Gemfinity, an electronic marketplace and purchasing aggregator that he founded. From July 1999 to July 2000, he served as general manager of business messaging at Mail.com, Inc., a provider of Internet messaging services, and from April 1998 to June 1999, he served as Mail.com’s vice president of operations. From 1993 to 1998, Mr. Gorevic worked at Oxford Health Plans, Inc. and held a variety of positions in marketing, medical management and operations, as well as director of service strategy. Mr. Gorevic earned a B.A. in international relations from the University of Pennsylvania. Our Board has concluded that Mr. Gorevic should serve as a director because of his leadership role with Teladoc Health and because of his broad experience in the healthcare industry. | |
Director, Year First Elected as Director | | | Age | | | Principal Occupation, Business and Directorships and Qualifications | |
Catherine A. Jacobson 2020 | | | 57 | | | Ms. Jacobson became a member of our Board in February 2020. Ms. Jacobson is President and CEO and a director of Froedtert Health, a regional health care system based in Milwaukee, Wisconsin. Before joining Froedtert Health in 2010, Ms. Jacobson spent 22 years at Rush University Medical Center in Chicago in various executive leadership roles, leaving the corporation as chief financial officer, treasurer and SVP of finance and strategic planning, marketing and communication. A former board member and national chair of the Healthcare Financial Management Association, Ms. Jacobson is also an active member of the American College of Healthcare Executives and Healthcare Institute, and previously served as chair of the board of the Wisconsin Hospital Association. Modern Healthcare recognized Ms. Jacobson in 2019 as one of the 100 Most Influential People in Healthcare and in 2021 as one of the Top 25 Women Leaders, while Junior Achievement of Wisconsin named her one of its 2018 Distinguished Executives of the Year, inducting her into the Wisconsin Business Hall of Fame. A graduate of Bradley University, Ms. Jacobson was recently awarded the honorary degree of Doctor of Healthcare Leadership from the University of Wisconsin-Milwaukee. Our Board concluded that Ms. Jacobson should serve as a director because of her executive leadership experience and her extensive background in the healthcare industry. | |
Thomas G. McKinley 2009 | | | 69 | | | Mr. McKinley became a member of our Board in November 2009. Mr. McKinley, who has more than 35 years of investment experience, is a general partner and the west coast representative for Cardinal Partners, a venture-capital firm focused exclusively on healthcare investing. Prior to joining Cardinal, Mr. McKinley was the co-founder and co-managing partner of Partech International. Mr. McKinley currently serves on the board of directors of lifeIMAGE, a cloud-based medical imaging sharing platform for hospitals, physicians and patients, and of Sapphire Digital, a transparency tool to reduce medical costs. Mr. McKinley is the chairman of the board of Prealize (formerly Cardinal Analytx), a software start-up spun out of Stanford University that was created to identify and target high-cost patients for early medical interventions. In addition, Mr. McKinley is the founding CEO and board member of Project Connect, a start-up focused on improving bi-directional interoperability between providers and payors. Mr. McKinley earned an undergraduate degree in economics from Harvard University, an M.S. in accounting from New York University and an M.B.A. from the Stanford University Graduate School of Business. Our Board has concluded that Mr. McKinley should serve as a director because of his significant directorship experience and his broad experience in the healthcare and technology industries. | |
Kenneth H. Paulus 2017 | | | 61 | | | Mr. Paulus became a member of our Board in February 2017. Mr. Paulus is currently the president and CEO and a director of Prime Therapeutics, one of the nation’s largest pharmacy benefit managers. From 2009 to 2014, Mr. Paulus was president and CEO of Allina Health, one of the nation’s largest not-for-profit integrated delivery systems. Prior to his appointment as CEO, he | |
Director, Year First Elected as Director | | | Age | | | Principal Occupation, Business and Directorships and Qualifications | |
| | | | | | served as president and chief operating officer of Allina Health. Before joining Allina, Mr. Paulus was the president and CEO of Atrius Health System, one of the largest integrated physician organizations in New England and a teaching and research affiliate of Harvard Medical School. He also served as the chief operating officer of Boston-based Partners Community Health Care, a teaching affiliate of Harvard Medical School that includes Massachusetts General Hospital and Brigham and Women’s Hospital. Mr. Paulus currently serves on the boards of Ally Align Health and Breg. Previously he sat on the boards of publicly traded companies Cogentix and Team Health. Mr. Paulus received his Master of Healthcare Administration and Management from the University of Minnesota, and a Bachelor of Arts in biology from Augustana College. Our Board has concluded that Mr. Paulus should serve as a director because of his background serving in leadership roles in the healthcare industry. | |
David Shedlarz 2016 | | | 72 | | | Mr. Shedlarz became a member of our Board in September 2016. He is the former vice chairman, executive vice president and chief financial officer of Pfizer, Inc., having had worldwide responsibility for the company’s former Medical Technology Group. During his 31-year tenure at Pfizer, Mr. Shedlarz played a key role in shaping the strategic direction that drove the company’s impressive growth and helped establish it as an industry leader and innovator. Among his senior leadership roles were that of executive vice president beginning in 1999, and then vice chairman in 2005, serving until his retirement in 2007. Mr. Shedlarz sits on the boards of publicly traded The Hershey Company and Pitney Bowes Inc. He holds a Master of Business Administration in finance and accounting from New York University, Leonard N. Stern School of Business, and a Bachelor of Science in economics and mathematics from Michigan State University-Oakland. Our Board has concluded that Mr. Shedlarz should serve as a director because of his deep experience in public-company finance, his experience as a director of large public companies and his prior service as the chief financial officer of one of the world’s leading pharmaceutical corporations. | |
Mark Douglas Smith, M.D. 2018 | | | 69 | | | Dr. Smith became a member of our Board in October 2018. Dr. Smith is a professor of clinical medicine at the University of California at San Francisco. He is a board-certified internist and maintains a clinical practice in HIV care at San Francisco General Hospital. A nationally recognized care delivery and health policy expert, Dr. Smith co-chaired the Guiding Committee of the Health Care Payment Learning and Action Network, a public-private partnership launched by the U.S. Department of Health and Human Services to promote the transition to value-based payment to improve care quality while lowering costs. From 1996 to 2013, Dr. Smith served as the founding president and CEO of the California Health Care Foundation, an independently endowed philanthropy that works to improve healthcare access and quality for Californians. He helped build the foundation into a recognized leader in delivery system innovation, public reporting of care quality, and applications of new technology in healthcare. Dr. Smith was formerly executive vice president of the Henry J. | |
Director, Year First Elected as Director | | | Age | | | Principal Occupation, Business and Directorships and Qualifications | |
| | | | | | Kaiser Family Foundation. He was elected to the Institute of Medicine in 2001 and chaired its Committee on the Learning Healthcare System. Dr. Smith sits on the boards of publicly traded Jazz Pharmaceuticals plc and Phreesia, Inc. He also serves on the boards of the Institute for Healthcare Improvement and the Commonwealth Fund and is on the editorial board of Health Affairs. Dr. Smith received a bachelor’s degree in Afro-American studies from Harvard College, a medical doctorate from the University of North Carolina at Chapel Hill and a master’s degree in business, with a concentration in health care administration, from the Wharton School at the University of Pennsylvania. Our Board has concluded that Dr. Smith should serve as a director because of his broad experience in the healthcare industry. | |
David B. Snow, Jr. 2014 | | | 66 | | | Mr. Snow became a member of our Board in February 2014; he became chairman of our Board in December 2014. Since February 2014, Mr. Snow has served as chairman and chief executive officer of Cedar Gate Technologies, Inc., a provider of analytic and information technology services to providers, payers and self-insured employers entering risk-based/value-based care reimbursement arrangements. Until April 2012, Mr. Snow was chairman and chief executive officer of Medco Health Solutions, Inc., a leading pharmacy benefit manager. His current board service includes Premise Health since 2019. He formerly served as a director of Medco Health Solutions, Inc., CareCentrix and Pitney Bowes. In addition to his experience as the chief executive officer of a public company, Mr. Snow has a | |
* Represents less than 1%
Company and its business for the benefit of our stockholders in order to enhance stockholder value over the long term. The Board has adopted Corporate Governance Guidelines to assist it in the exercise of its responsibilities. The Corporate Governance Guidelines are reviewed annually and periodically amended as the Board enhances the Company’s corporate governance practices.
Section 16(a) ofWe intend to satisfy the disclosure requirements under the Securities Exchange Act of 1934, as amended requires directors(the “Exchange Act”), regarding any amendment to, or waiver from a material provision of our Code of Business Conduct and certain officersEthics involving our principal executive, financial or accounting officer or controller by posting such information on our website. The Corporate Governance Guidelines and Code of TeladocBusiness Conduct and persons who own more than ten percent (10%) of Teladoc common stock to file with the U.S. Securities and Exchange Commission (“SEC”) initial reports of beneficial ownership (Form 3) and reports of subsequent changes in their beneficial ownership (Form 4 or Form 5) of Teladoc’s common stock. Such directors, officers and greater-than-ten-percent stockholdersEthics are required to furnish Teladoc with copies of the Section 16(a) reports they file. The SEC has established specific due dates for these reports, and Teladoc is required to disclose in this proxy statement any late filings or failures to file.
Based solely upon a review of the copies of the Section 16(a) reports (and any amendments thereto) furnished to Teladoc and written representations from certain reporting persons that no additional reports were required, Teladoc believes that its directors, reporting officers and greater-than-ten-percent stockholders complied with all these filing requirements for the fiscal year ended December 31, 2015, except for a late Form 4 filedavailable on March 15, 2016 reporting our website at ir.teladochealth.com by clicking through “Corporate Governance.”
6
Mr. Mead’s indirect beneficial ownership of 45 shares of Teladoc common stock acquired on March 3, 2016. Such Form 4 was filed late due to an administrative oversight.
The following table lists certain persons known by Teladoc to own beneficially more than five percent of the outstanding shares of Teladoc common stock, par value $0.001 per share, as of March 31, 2016. Beneficial ownership is determined in accordance with applicable rules of the SEC. Except as set forth below, and to the best knowledge of Teladoc, no other person (or persons acting in concert) owns beneficially more than 5% of Teladoc’s common stock.
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| Common |
| Percentage of |
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CHP III, L.P. (1) |
| 4,980,468 |
| 12.87 | % |
HLM Venture Partners II, L.P. (2) |
| 4,980,468 |
| 12.87 | % |
Entities affiliated with Trident Capital (3) |
| 4,852,226 |
| 12.54 | % |
FMR LLC (4) |
| 2,835,822 |
| 7.33 | % |
Wellington Management Group LLP (5) |
| 2,516,345 |
| 6.50 | % |
Entities affiliated with Icon Ventures (6) |
| 1,972,560 |
| 5.10 | % |
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or she served during the period that
The purpose of these sessions is to promote open discussions among the independent directors concerning the business and affairs of the Company as well as matters concerning management, without any member of management present.
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Officer and for other key officers; and (vi) oversee the development and administration of our Corporate Governance Guidelines. Mr. SnowPaulus is Chairman of the Nominating and Corporate Governance Committee.Committee, and Ms. Fenwick, Dr. FristSmith and Mr. GoldsteinSnow are also members of the Nominating and Corporate Governance Committee.
Under Teladoc’s Corporate Governance Guidelines, directors are expected to be active and engaged in discharging their duties and to keep themselves informed about Company business and operations. Each director is expected to attend the Annual Meeting of Stockholders. Our Corporate Governance Guidelines, as well as the charters for the Audit, Compensation and Nominating and Corporate Governance Committees, are available on our website at ir.teladoc.com by clicking through “Corporate Governance.”
Code of Business Conduct and Ethics
Teladoc is committed to the highest standards of integrity and ethics in the way it conducts business. During 2015, the board adopted a Code of Business Conduct and Ethics, which applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer, and all other executive and senior officers. Our Code of Business Conduct and Ethics establishes our policies and expectations with respect to a wide range of business conduct, including the preparation and maintenance of our financial and accounting information, our compliance with laws and possible conflicts of interest.
Under our Code of Business Conduct and Ethics, each of our directors and employees is required to report suspected or actual violations. In addition, we have adopted separate procedures concerning the receipt and investigation of complaints relating to accounting or audit matters. These procedures have been adopted by the Board and are administered by the Audit Committee.
A copy of our Code of Business Conduct and Ethics is available on our website at ir.teladoc.com by clicking through “Corporate Governance,” and may also be obtained without charge by contacting our corporate secretary at Teladoc, Inc., 2 Manhattanville Road, Suite 203, Purchase, New York 10577. We intend to post any amendment to, or waiver from, our Code of Business Conduct and Ethics (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) on our website.
Identifying and Evaluating Director Nominees
The Board is responsible for selecting its own members. It delegates the selection and nomination process to its Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and management, will be requested to take part in the process as appropriate.
Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to
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discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board.
When assessing director candidates, the Nominating and Corporate Governance Committee will consider such nominee’s qualifications, skills and attributes, including depth and breadth of professional experience and independence. Such nominee must, at a minimum, have demonstrated exceptional ability and judgment and, to the extent it can be ascertained, be of the highest personal and professional integrity. The Nominating and Governance Committee does not have a formal policy with respect to diversity. However, the Board seeks to have a Board that reflects an appropriate balance of knowledge, experience, skills, expertise and diversity, as applicable to our industry. The Board assesses its achievement of diversity through the review of Board composition as part of the Board’s annual self-assessment process.
Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to our corporate secretary at Teladoc, Inc., 2 Manhattanville Road, Suite 203, Purchase, New York 10577, who will forward all recommendations to the Committee. The Nominating and Corporate Governance Committee will evaluate any candidate recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.
This combination provides us with the focus, scope, expertise and continuous attention necessary for effective risk management.
Risks Related
programs, and retains outside compensation and legal experts for that purpose. In establishing and reviewing our compensation philosophy and programs, we consider whether such programs encourage unnecessary or excessive risk taking. We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. This istaking or create risks that are reasonably likely to have a material adverse effect on us, primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals.
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| | | January 1, 2020 – December 31, 2020 ($) | | | January 1, 2021 – Present ($) | | ||||||
Annual Cash Retainers | | | | | | | | | | | | | |
All Non-Employee Directors | | | | $ | 40,000 | | | | | $ | 45,000 | | |
Chairman of the Board | | | | | 50,000 | | | | | | 50,000 | | |
Audit Committee Chairman | | | | | 20,000 | | | | | | 20,000 | | |
Audit Committee Member | | | | | 10,000 | | | | | | 10,000 | | |
Compensation Committee Chairman | | | | | 15,000 | | | | | | 20,000 | | |
Compensation Committee Member | | | | | 7,500 | | | | | | 7,500 | | |
Nominating and Corporate Governance Committee Chairman | | | | | 10,000 | | | | | | 10,000 | | |
Nominating and Corporate Governance Committee Member | | | | | 5,000 | | | | | | 5,000 | | |
Quality of Care and Patient Safety Committee Chairman | | | | | 10,000 | | | | | | 10,000 | | |
Quality of Care and Patient Safety Committee Member | | | | | 5,000 | | | | | | 5,000 | | |
| | | January 1, 2020 – December 31, 2020 ($) | | | January 1, 2021 – Present ($) | | ||||||
Equity-Based Awards | | | | | | | | | | | | | |
Initial RSUs | | | | | 250,000 | | | | | | 250,000 | | |
Annual RSUs | | | | | 175,000 | | | | | | 225,000 | | |
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Our Certificate of Incorporation provides thatpayment will instead be made on the authorized number of directors may be changed only by resolutionlater to occur of the Board. Anyscheduled distribution date and the first day of the seventh month following the date of the participant’s separation from service (within the meaning of Section 409A of the Code) or, if earlier, the date of the participant’s death.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) (1) | | | Total ($) | | |||||||||
Christopher Bischoff(2) | | | | $ | 6,719 | | | | | $ | 250,077 | | | | | $ | 256,796 | | |
Karen L. Daniel(2) | | | | | 5,842 | | | | | | 250,077 | | | | | | 255,919 | | |
Helen Darling(3) | | | | | 63,791 | | | | | | 175,078 | | | | | | 238,869 | | |
Sandra L. Fenwick(2) | | | | | 5,842 | | | | | | 250,077 | | | | | | 255,919 | | |
William H. Frist, M.D. | | | | | 55,904 | | | | | | 175,078 | | | | | | 230,982 | | |
Michael Goldstein(3) | | | | | 92,143 | | | | | | 175,078 | | | | | | 267,221 | | |
Catherine A. Jacobson(4) | | | | | 42,994 | | | | | | 250,015 | | | | | | 293,009 | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) (1) | | | Total ($) | | |||||||||
Brian McAndrews(5) | | | | | 23,537 | | | | | | — | | | | | | 23,537 | | |
Thomas G. McKinley | | | | | 55,000 | | | | | | 175,078 | | | | | | 230,078 | | |
Arneek Multani(5) | | | | | 23,537 | | | | | | — | | | | | | 23,537 | | |
Kenneth H. Paulus | | | | | 50,734 | | | | | | 175,078 | | | | | | 225,812 | | |
David Shedlarz | | | | | 66,624 | | | | | | 175,078 | | | | | | 241,702 | | |
Mark Douglas Smith, M.D. | | | | | 45,584 | | | | | | 175,079 | | | | | | 220,663 | | |
David B. Snow, Jr. | | | | | 102,500 | | | | | | 175,078 | | | | | | 277,578 | | |
Hemant Taneja(2)(6) | | | | | — | | | | | | — | | | | | | — | | |
Glen Tullman(2) | | | | | 4,674 | | | | | | 250,077 | | | | | | 254,751 | | |
Name | | | Stock Options(#) | | | Unvested Stock Awards(#) | | ||||||
Christopher Bischoff | | | | | — | | | | | | 2,736 | | |
Karen L. Daniel | | | | | — | | | | | | 22,118 | | |
Helen Darling | | | | | 2,082 | | | | | | 6,026 | | |
Sandra L. Fenwick | | | | | — | | | | | | 15,657 | | |
William H. Frist, M.D. | | | | | 89,070 | | | | | | 6,026 | | |
Michael Goldstein | | | | | 2,000 | | | | | | 6,026 | | |
Catherine A. Jacobson | | | | | — | | | | | | 2,202 | | |
Brian McAndrews | | | | | — | | | | | | — | | |
Thomas G. McKinley | | | | | — | | | | | | 3,014 | | |
Arneek Multani | | | | | — | | | | | | — | | |
Kenneth H. Paulus | | | | | 14,647 | | | | | | 6,026 | | |
David Shedlarz | | | | | 4,082 | | | | | | 3,014 | | |
Mark Douglas Smith, M.D. | | | | | 8,132 | | | | | | 1,049 | | |
David B. Snow, Jr. | | | | | 42,212 | | | | | | 1,049 | | |
Hemant Taneja | | | | | — | | | | | | — | | |
Glen Tullman | | | | | 824,656 | | | | | | 1,308 | | |
related party’s interest in the related-party transaction. Pursuant to the policy, no director may participate in any approval of a related-party transaction to which he or she is a related party. The Audit Committee, as applicable, will then, in its sole discretion, either approve or disapprove the transaction.
Transaction Policy, all related-party transactions are required to be disclosed in our applicable filings as required by the Securities Act of 1933, as amended, and the Exchange Act and related rules. Furthermore, any related-party transactions are required to be disclosed to the full Board. We have established internal policies relating to disclosure controls and procedures, which include policies relating to the reporting of related-party transactions that must be pre-approved under our Related-Party Transaction Policy.
Procedures for Approval In 2021, we agreed to assign a portion of Related-Party Transactions
The Board reviewsLivongo’s office facility in Chicago, Illinois to 7Wire Management, LLC, an entity affiliated with 7Wire Ventures, to replace an existing sublease between Livongo and approves transactions with directors, officers and holders of 5% or more7wire Management, LLC. Mr. Tullman, a member of our capital stock and their affiliates, eachboard of whom we refer to asdirectors, is a related party. We have adopted a written Related-Party Transaction Policy that governs the review of related-party transactions.managing partner at 7Wire Ventures. Pursuant to this policy,lease assignment, 7wire Management, LLC will assume the Auditlease for that portion of office space and will become directly responsible to the landlord for the lease for that space. We expect to recover approximately $175,000 of our remaining lease obligation through this assignment.
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long-term vision, he oversees all human resources functions, including talent acquisition, learning and development, benefits and compensation, workplace, and diversity equity and inclusion. Mr. Martin R. Felsenthal, 47
Director
Mr. Felsenthal became a member of our board of directors in November 2009. Since 1992, he has spent his career working exclusively with emerging growth health care services and health care software companies. Mr. Felsenthal was a partner of HLM Venture Partners, a venture capital firm, from 2007 to 2015. From 1997 to 2007, Mr. Felsenthal worked with Salix Ventures, a venture capital firm focused on health care services and health care software companies, and was a partner from 2000 to 2007. During the last five years, the boards on which Mr. Felsenthal hasGeshuri previously served as chief people officer at Livongo until its merger with Teladoc Health. Prior to Livongo, he was vice president of human resources at Tesla, and during his tenure, oversaw the growth of Tesla from a 400-person startup to an integrated sustainable energy company with more than 35,000 employees around the globe. Before Tesla, Mr. Geshuri was the senior director includeof staffing operations for Google and designed the following: Change Healthcare Corporation, which wascompany’s legendary recruitment organization and talent acquisition strategy. He has also held leadership roles at E*TRADE Financial and Applied Materials. Mr. Geshuri sits on several startup and academic advisory boards, including the Santa Clara University Leavey School of Business Master of Science in Business Analytics program. Mr. Geshuri has a bachelor’s degree in psychology from the University of California at Irvine and a master’s in industrial/organizational psychology from San José State University.
William H. Frist, M.D.operational expertise from a wide array of healthcare customer segments. Prior to Teladoc Health, Mr. Trencher held leadership roles at WellPoint (now Anthem, Inc.) and WellChoice, Inc., 64developing and managing growth initiatives across the healthcare value chain, ranging from providers to disease management and wellness programs to health information technology. Mr. Trencher holds a bachelor’s degree in economics from the University of Pennsylvania, and a Master of Business Administration degree from the University of Chicago.
Director
Dr. Frist
Senior Vice President of Corporate Development
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Mr. Michael Goldstein, 74
Director
Mr. Goldstein became a member of our board of directors in February 2015. Mr. Goldstein was employed by Ernst & Young (and its predecessor firms) from 1963 to 1979, including six years as an audit partner. Mr. Goldstein served as Chairman of Toys “R” Us, Inc. from 1998 to 2001, Chief Executive Officer from 1999 to 2000, Vice Chairman and Chief Executive Officer from 1994 to 1998 and Chief Financial Officer from 1983 to 1994. Mr. Goldstein has been a director and chairman of the audit committee of Pacific Sunwear of California, Inc. since 2004 and a director, chairman of the governance, compliance and nominating committee and member of the audit committee and corporate strategy committee of BioScrip, Inc. since 2015. Mr. Goldstein is on the boards of two non- public companies: RiHappy, the largest Brazilian toy retailer; and Bank Leumi-USA. He is also a Global Senior Advisor of Jefferies, Inc. Mr Goldstein is a board member and former Chairman of the Board of the 92nd Street Y and serves on the board of Rosie's Theater Kids. He is Chairman of the Northside Center for Child Development. Mr. Goldstein served on the boards of the following public companies within the last five years: Charming Shoppes, Inc, from 2008 to 2012; 4 Kids Entertainment, Inc. from 2002 to 2012 and Medco Health Solutions, Inc. from 2005 to 2012. A magna cum laude graduate of Queens College with a B.S. In Economics, Mr. Goldstein was the recipient of the Haskins Gold Medal for achieving the highest score in the CPA examination in the State of New York. Our board of directors believes Mr. Goldstein is qualified to serve as a director due to his experience and governance leadership roles on the boards of various other public companies, as well as his extensive background in finance, both as an audit partner and as a finance executive and chief executive officer of a large public corporation.
Mr. Thomas Mawhinney, 47
Director
Mr. Mawhinney became a member of our board of directors in September 2014. He is currently a General Partner of Icon Ventures, a technology venture capital firm, having joined the firm in 2003. Before joining Icon, Mr. Mawhinney was with Canaan Partners, an early stage venture capital firm with $2 billion under management, from 2001 to 2003. As an entrepreneur, Mr. Mawhinney co-founded and spent five years as President and Chief Operating Officer of North Systems, a venture-backed software company. Prior to his time with North Systems, he developed his skills as a technology investor and entrepreneur working as a Senior Associate at Summer Partners. Mr. Mawhinney is on the boards of directors of, or otherwise actively involved with, Awarepoint, Bill.com, Huddle, Ionic Security, KIXEYE, Reputation.com, Xambala, Yodle, Area1 Securit, Synack and Zephyr Health. Mr. Mawhinney graduated with honors, earning a B.A. from Harvard University and received his M.B.A. from the Stanford University Graduate School of Business. Our board of directors has concluded that Mr. Mawhinney should serve as a director because of his significant directorship experience and his broad experience in the technology industry.
Mr. Thomas G. McKinley, 64
Director
Mr. McKinley became a member of our board of directors in November 2009. Mr. McKinley is a General Partner and the West Coast Representative for Cardinal Partners, a venture-capital firm focused exclusively on healthcare investing. Prior to joining Cardinal, Mr. McKinley was the co-founder and Co-Managing Partner of Partech International. Mr. McKinley has over 35 years of investment experience. Mr. McKinley currently serves on the board of directors of lifeIMAGE,for venture-backed companies. He is also an entrepreneur who has launched and joined numerous early-stage businesses. Mr. Turitz holds a cloud-based medical imaging sharing platform for hospitals, physicians, and patients. In addition, Mr. McKinley is the founding CEO and Director of Cardinal Analytx, a software start-up spun out ofbachelor’s degree from Stanford University that was created to identify and target high-cost patients for early medical interventions. Mr. McKinley earned an undergraduate degree in Economics from Harvard University, an M.S. in Accounting from New York University and an M.B.A.a Master of Business Administration from the Stanford University GraduateKellogg School of Business. OurManagement at Northwestern University.
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Mr. Arneek Multani, 42
Director
Mr. Multani became a member of our board of directors in 2008. Mr. Multanidirectors. He is a Managing Director of Trident Capital, where he leads the firm’s Healthcare IT practice, and is a Co-Founder and Managing Director of TC Growth, a growth-equity firm spun out of Trident Capital in 2015. Prior to joining Trident in 2002, Mr. Multani was an Associate at McCown De Leeuw, a private-equity firm specializing in leveraged buy-outs, where he focused on investing in the health and fitness industries. He started his career as an analyst at Morgan Stanley & Co in the Media & Telecommunications arearesponsible for all of the Mergers & Acquisitions Group. Mr. Multani currently sits on the board of directors of Imagine Health, Arrohealthcompany’s legal matters, including government affairs, corporate governance, securities law, intellectual property, and HealthMEDX. His past directorships and observer-ships include Acclaris, Resolution Health and Profex. Mr. Multani earned a B.S. in Economics from Wharton School of Business and a B.A.S. in Systems Engineering from the Moore School of Engineering at the University of Pennsylvania. He earned his M.B.A. from the Stanford University Graduate School of Business. Our board of directors has concluded that Mr. Multani should serve as a director because of his broad experience in the healthcare industry and his significant core business skills, including financial and strategic planning.
Mr. David B. Snow, Jr., 61
Mr. Snow became a member of our board of directors in February 2014; he became chairman of our board in December 2014. Since February 2014, Mr. Snow has served as Chairman and Chief Executive officer of Cedar Gate Technologies, Inc., a provider of analytic and information technology services to doctor and hospital organizations entering risk-based reimbursement arrangements with insurers. Until April 2012, Mr. Snow was Chairman and Chief Executive Officer of Medco Health Solutions, Inc., a leading pharmacy benefit manager. His current board service includes CareCentrix (since 2014) and Pitney Bowes, Inc., (since 2006). He formerly served as a director of Medco Health Solutions, Inc.
In addition to his experience as the chief executive officer of a public company, Mr. Snow has a strong background in operations, having served in leadership positions at several companies including WellChoice (Empire Blue Cross Blue Shield) and Oxford Health Plans. Mr. Snow earned a B.S. in Economics from Bates College and a Master’s Degree in Health Care Administration from Duke University. Our board of directors has concluded that Mr. Snow should serve as a director because of his broad experience in the healthcare industry and his significant core business skills, including financial and strategic planning.
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Mr. Gabriel R. Cappucci, 53
Senior Vice President, Controller and Chief Accounting Officer
Mr. Cappucci became our Senior Vice President, Controller & Chief Accounting Officer in May 2015.privacy. Prior to joining Teladoc Health, Mr. Cappucci had a nearly twenty-year career at Medco Health Solutions, Inc. where he held a variety of finance roles including SVP & Controller, Chief Accounting Officer. Most recently, he was Chief Financial Officer of Enclara Pharmacia, a privately held company providing hospice pharmacy services. Mr. Cappucci began his professional career with KPMG LLP where he was a Senior Manager. He is a graduate of Boston College’s Carroll School of Management. Mr. Cappucci is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Mr. Mark Hirschhorn, 51
Executive Vice President and Chief Financial Officer
Mr. Hirschhorn became our Executive Vice President and Chief Financial Officer in October 2012. Mr. Hirschhorn is an experienced senior financial executive who has worked with numerous entrepreneurial ventures in a variety of different market segments. From April 2004 to October 2012, Mr. Hirschhorn served as Executive Vice President and Chief Financial Officer of RCS/Media Monitors, an international software technology company that serves the media and entertainment markets. From 2000 to 2003, Mr. Hirschhorn served as the Chief Financial Officer in a number of technology companies, including BT Radianz. From 1996 to 2000, heVandervoort spent fivemore than eight years as the Vice President and Global Controller of RSL Communications, a publicly traded multinational telecommunications company, and as Chief Financial Officer of Deltathree Communications, a publicly traded RSL subsidiary and pioneer in VOIP technology. He started his professional career with Deloitte and spent nine years with the firm. Mr. Hirschhorn earned a B.A. from Rutgers University and an M.B.A. from Rutgers Business School. Mr. Hirschhorn is a CPA and a member of American Institute of Certified Public Accountants.
Mr. Michael King, 52
Chief Sales Officer
Mr. King became our Chief Sales Officer in July 2010. Priorgeneral counsel to joining Teladoc, Mr. King held various positions at Healthways, Inc., beginning in 2001, and was most recently Senior Vice President of Insight and Innovations after serving as Senior Vice President of Sales. During his tenure, he was responsible for the creation, implementation, and execution of all sales business plans. In addition to sales operation, he also directed consultant relationship management, product marketing, and messaging. Prior to his time with Healthways, Mr. King held various positions at CareSteps.com, WellPath Community Health Plans, Doctors Health Plan, and Aetna. Mr. King earned a B.S. in Employment Relations and Management from Michigan State University and attended the General Managers program at Harvard Business School.
Mr. Adam C. Vandervoort, 41
Chief Legal Officer and Secretary
Mr. Vandervoort joined Teladoc in February 2015. For more than five years prior to that, he was Corporate Vice President, General Counsel and Secretary of Independence Holding Company, a publicly traded insurance holding company. Previously, he was an in-house lawyer with FedEx Corporation and practiced law with the firm of Sullivan & Cromwell LLP. Mr. Vandervoort holds a J.D. degree from the University of Pennsylvania Law School, AM and AB degrees from the University of Chicago and is licensedadmitted to practice law in the states of California, Connecticut, and New York. He has served on the Municipal Board of Ethics for the city of Stamford, Connecticut.
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Teladoc is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, enacted in April 2012,Analysis, we address our philosophy, programs and has electedprocesses related to comply with the reduced disclosure requirements available to emerging growth companies under the JOBS Act.
This compensation discussion, which should be read together with the compensation tables set forth below, provides information regardingpaid or awarded for 2020 to our named executive officers, including the elements of our compensation program for named executive officers, material compensation decisions made under that program during 2020 and the material factors considered in making those decisions. Our named executive officers for 2020 are:
Our executive compensation program is administered by the Compensation Committee in consultation with the Board. officers.”
We believe our 2020 named executive officer compensation demonstrates Teladoc Health’s commitment to aligning executive pay with corporate performance. This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each element of compensation provided. In addition, it explains how and why the Compensation Committee arrived at the specific compensation policies and decisions involving our named executive officers in respect of 2020.
| Compensation Element | | | Compensation Objective | |
| Annual Base Salary | | | Recognize performance of job responsibilities and attract and retain individuals with superior talent | |
| Annual Cash Bonuses | | | Provide incentives to attain short-term financial and operational goals | |
| Long-Term Incentive Compensation | | | Promote the maximization of stockholder value by aligning the interests of employees and stockholders | |
| 2U, Inc. | | | Medidata Solutions, Inc. | |
| BioTelemetry, Inc. | | | New Relic, Inc. | |
| Cloudera, Inc. | | | Okta, Inc. | |
| Evolent Health, Inc. | | | Omnicell, Inc. | |
| HealthEquity, Inc. | | | Splunk Inc. | |
| HMS Holdings Corp. | | | Twilio Inc. | |
| HubSpot, Inc. | | | Veeva Systems Inc. | |
| Inovalon Holdings, Inc. | | | WageWorks, Inc. | |
| iRhythm Technologies, Inc. | | | Zendesk, Inc. | |
| LogMeIn, Inc. | | | | |
| Autodesk, Inc. | | | ResMed Inc. | |
| Cerner Corporation | | | RingCentral, Inc. | |
| DataDog, Inc. | | | Splunk Inc. | |
| DexCom, Inc. | | | Square, Inc. | |
| DocuSign, Inc. | | | Twilio Inc. | |
| HubSpot, Inc. | | | Veeva Systems Inc. | |
| Illumina, Inc. | | | Workday, Inc. | |
| Intuitive Surgical | | | Zendesk, Inc. | |
| Okta, Inc. | | | | |
Salaries
Name | | | 2020 Base Salary (Effective March 1, 2020) ($) | | | 2019 Base Salary (Until March 1, 2020) ($) | | | Percentage Increase | | |||||||||
Jason Gorevic | | | | $ | 550,000 | | | | | $ | 515,000 | | | | | | 6.8% | | |
Mala Murthy | | | | | 425,000 | | | | | | 425,000 | | | | | | — | | |
David Sides | | | | | 450,000 | | | | | | 450,000 | | | | | | — | | |
Adam Vandervoort | | | | | 365,000 | | | | | | 334,256 | | | | | | 9.2% | | |
Stephany Verstraete | | | | | 325,000 | | | | | | 313,635 | | | | | | 3.6% | | |
Name | | | Bonus Target (% of Base Salary) | | | Percentage Based on Corporate Performance | | | Percentage Based on Individual Performance | | |||||||||
Jason Gorevic | | | | | 100% | | | | | | 100% | | | | | | — | | |
Mala Murthy | | | | | 75% | | | | | | 70% | | | | | | 30% | | |
David Sides | | | | | 75% | | | | | | 70% | | | | | | 30% | | |
Adam Vandervoort | | | | | 50% | | | | | | 70% | | | | | | 30% | | |
Stephany Verstraete | | | | | 50% | | | | | | 70% | | | | | | 30% | | |
Name | | | 2020 Cash Bonus (% of Target Amount) | | | 2020 Cash Bonus ($) | | ||||||
Jason Gorevic | | | | | 200% | | | | | $ | 1,100,000 | | |
Mala Murthy(1) | | | | | 206% | | | | | | 656,625 | | |
David Sides(1) | | | | | 206% | | | | | | 695,250 | | |
Adam Vandervoort | | | | | 200% | | | | | | 365,000 | | |
Stephany Verstraete(1) | | | | | 203% | | | | | | 329,875 | | |
As of January 1, 2016, Mr. Gorevic’s base salary was $500,000, Mr. Hirschhorn’s base salary was $345,050 and Mr. Vandervoort’s base salary was $309,000.
Annual Cash Bonuses
We also believe that a significant portion of our executives’ cash compensation should be based on the attainment of business goals established by the Board. The Teladoc 2015 Incentive Award Plan allows the Board (andlevel.
Equity-Based Compensation
Equity-based compensation provides employees a common interest with our investors to increase the value of our common stock. We have historically granted equity awards to our employees, including our named executive officers (i) RSUs that vest based on continued service and (ii) RSUs that vest based on performance measures (in each case not including the effects of any significant acquisition) tied to revenue, EBITDA and operating expense as a percentage of revenue (“PSUs”).
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particular employees.Teladoc Health’s stockholders. Our stock options may be intended to qualify as incentive stock options to the extent permissible under applicable provisions of the Code. Stock options
Name | | | Number of RSUs Granted in 2020 | | | Target Number of PSUs Granted in 2020 | | | Number of PSUs Earned for 2020(1) | | |||||||||
Jason Gorevic | | | | | 27,311 | | | | | | 27,312 | | | | | | 46,430 | | |
Mala Murthy | | | | | 8,033 | | | | | | 8,033 | | | | | | 13,656 | | |
David Sides | | | | | 8,033 | | | | | | 8,033 | | | | | | 13,656 | | |
Adam Vandervoort | | | | | 5,824 | | | | | | 5,824 | | | | | | 9,900 | | |
Stephany Verstraete | | | | | 5,422 | | | | | | 5,422 | | | | | | 9,218 | | |
Position | | | Multiple Required | |
Chief Executive Officer | | | 3x base salary | |
Chief Operating Officer | | | 2x base salary | |
All Other Executive Officers | | | 1x base salary | |
Non-Employee Directors | | | 3x annual cash retainer | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||||||||
Jason Gorevic Chief Executive Officer | | | | | 2020 | | | | | $ | 544,167 | | | | | | — | | | | | $ | 6,800,017 | | | | | | — | | | | | $ | 1,100,000 | | | | | $ | 11,400(3) | | | | | $ | 8,455,584 | | |
| | | 2019 | | | | | | 515,000 | | | | | | — | | | | | | 6,799,988 | | | | | | — | | | | | | 669,500 | | | | | | 11,200 | | | | | | 7,995,688 | | | ||
| | | 2018 | | | | | | 511,250 | | | | | | — | | | | | | 3,071,818 | | | | | $ | 3,080,863 | | | | | | 643,750 | | | | | | 21,641 | | | | | | 7,329,322 | | | ||
Mala Murthy Chief Financial Officer | | | | | 2020 | | | | | | 425,000 | | | | | | — | | | | | | 2,000,056 | | | | | | — | | | | | | 656,625 | | | | | | 11,400(3) | | | | | | 3,093,081 | | |
| | | 2019 | | | | | | 221,354 | | | | | | — | | | | | | 1,999,968 | | | | | | 998,027 | | | | | | 215,702 | | | | | | 5,313 | | | | | | 3,440,364 | | | ||
David Sides Chief Operating Officer | | | | | 2020 | | | | | | 450,000 | | | | | | — | | | | | | 2,000,056 | | | | | | — | | | | | | 695,250 | | | | | | 17,117(4) | | | | | | 3,162,423 | | |
| | | 2019 | | | | | | 190,384 | | | | | | — | | | | | | 1,499,945 | | | | | | 1,498,607 | | | | | | 329,063 | | | | | | 144,283 | | | | | | 3,662,282 | | | ||
Adam Vandervoort Chief Legal Officer | | | | | 2020 | | | | | | 359,876 | | | | | | — | | | | | | 1,450,060 | | | | | | — | | | | | | 365,000 | | | | | | 11,400(3) | | | | | | 2,186,336 | | |
| | | 2019 | | | | | | 334,256 | | | | | | — | | | | | | 1,400,041 | | | | | | — | | | | | | 195,540 | | | | | | 11,200 | | | | | | 1,941,037 | | | ||
| | | 2018 | | | | | | 331,032 | | | | | | — | | | | | | 433,148 | | | | | | 1,013,560 | | | | | | 188,019 | | | | | | 21,641 | | | | | | 1,987,400 | | | ||
Stephany Verstraete Chief Marketing Officer | | | | | 2020 | | | | | | 323,106 | | | | | | — | | | | | | 1,349,970 | | | | | | — | | | | | | 329,875 | | | | | | 11,400(3) | | | | | | 2,014,351 | | |
| | | 2019 | | | | | | 313,635 | | | | | | — | | | | | | 1,500,015 | | | | | | — | | | | | | 188,981 | | | | | | 750 | | | | | | 2,003,381 | | | ||
| | | 2018 | | | | | | 309,901 | | | | | | — | | | | | | 366,495 | | | | | | 857,647 | | | | | | 184,359 | | | | | | 13,451 | | | | | | 1,731,853 | | |
| | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | | | Grant Date Fair value of Stock and Option Awards | | ||||||||||||||||||||||||||||||||||||
| Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | |||||||||||||||||||||||||||||||||||||||||
Name | | | Incentive Plan(1) | | | Grant Date | | | ($) | | | ($) | | | ($) | | | (#) | | | (#) | | | (#) | | | (#) | | | ($)(3) | | |||||||||||||||||||||||||||
Jason Gorevic | | | 2015 Incentive Award Plan | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | 13,656 | | | | | | 27,312 | | | | | | 54,624 | | | | | | | | | | | $ | 3,400,071 | | |
| 2015 Incentive Award Plan | | | | | 3/2/2020(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,311 | | | | | | 3,399,946 | | | ||
| Bonus Program | | | | | — | | | | | $ | 275,000 | | | | | $ | 550,000 | | | | | $ | 1,100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Mala Murthy | | | 2015 Incentive Award Plan | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | 4,017 | | | | | | 8,033 | | | | | | 16,066 | | | | | | | | | | | | 1,000,028 | | |
| 2015 Incentive Award Plan | | | | | 3/2/2020(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,033 | | | | | | 1,000,028 | | | ||
| Bonus Program | | | | | — | | | | | | 159,375 | | | | | | 318,750 | | | | | | 637,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
David Sides | | | 2015 Incentive Award Plan | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | 4,017 | | | | | | 8,033 | | | | | | 16,066 | | | | | | | | | | | | 1,000,028 | | |
| 2015 Incentive Award Plan | | | | | 3/2/2020(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,033 | | | | | | 1,000,028 | | | ||
| Bonus Program | | | | | — | | | | | | 168,750 | | | | | | 337,500 | | | | | | 675,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Adam Vandervoort | | | 2015 Incentive Award Plan | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | 2,912 | | | | | | 5,824 | | | | | | 11,648 | | | | | | | | | | | | 725,030 | | |
| 2015 Incentive Award Plan | | | | | 3/2/2020(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,824 | | | | | | 725,030 | | | ||
| Bonus Program | | | | | — | | | | | | 91,250 | | | | | | 182,500 | | | | | | 365,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Stephany Verstraete | | | 2015 Incentive Award Plan | | | | | 3/2/2020(4) | | | | | | | | | | | | | | | | | | | | | | | | 2,711 | | | | | | 5,422 | | | | | | 10,844 | | | | | | | | | | | | 674,985 | | |
| 2015 Incentive Award Plan | | | | | 3/2/2020(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,422 | | | | | | 674,985 | | | ||
| Bonus Program | | | | | — | | | | | | 81,250 | | | | | | 162,500 | | | | | | 325,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of securities underlying unexercised options Exercisable | | | Number of securities underlying unexercised options Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | |||||||||||||||||||||||||||
Jason Gorevic | | | | | 3/2/2020(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,311 | | | | | $ | 5,461,108 | | | | | | — | | | | | | — | | |
| | | 3/2/2020(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 2,049 | | | | | $ | 409,718 | | | ||
| | | 3/2/2020 (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46,430 | | | | | | 9,284,143 | | | | | | — | | | | | | — | | | ||
| | | 3/4/2019 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,555 | | | | | | 6,709,658 | | | | | | — | | | | | | — | | | ||
| | | 3/4/2019 (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,623 | | | | | | 8,722,855 | | | | | | — | | | | | | — | | | ||
| | | 3/1/2018 (5) | | | | | | 116,801 | | | | | | 53,092 | | | | | $ | 38.55 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2018 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,281 | | | | | | 2,655,669 | | | | | | — | | | | | | — | | | ||
| | | 3/1/2018 (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,944 | | | | | | 2,788,242 | | | | | | — | | | | | | — | | | ||
| | | 5/25/2017 (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,500 | | | | | | 2,499,500 | | | | | | — | | | | | | — | | | ||
| | | 3/3/2017 (5) | | | | | | 379,313 | | | | | | 25,287 | | | | | | 22.3 | | | | | | 3/3/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/7/2016 (5) | | | | | | 391,839 | | | | | | — | | | | | | 12.21 | | | | | | 3/7/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Mala Murthy | | | | | 3/2/2020 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,033 | | | | | | 1,606,279 | | | | | | — | | | | | | — | | |
| | | 3/2/2020 (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 603 | | | | | | 120,576 | | | ||
| | | 3/2/2020 (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,656 | | | | | | 2,730,654 | | | | | | — | | | | | | — | | | ||
| | | 6/24/2019 (5) | | | | | | 13,831 | | | | | | 23,051 | | | | | | 62.75 | | | | | | 6/24/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/24/2019 (8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,936 | | | | | | 3,186,563 | | | | | | — | | | | | | — | | | ||
David Sides | | | | | 3/2/2020 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,033 | | | | | | 1,606,279 | | | | | | — | | | | | | — | | |
| | | 3/2/2020 (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 603 | | | | | | 120,576 | | | ||
| | | 3/2/2020 (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,656 | | | | | | 2,730,654 | | | | | | — | | | | | | — | | | ||
| | | 7/30/2019 (5) | | | | | | 13,450 | | | | | | 31,974 | | | | | | 68.50 | | | | | | 7/30/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 7/30/2019 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,598 | | | | | | 2,919,016 | | | | | | — | | | | | | — | | | ||
Adam Vandervoort | | | | | 3/2/2020 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,824 | | | | | | 1,164,567 | | | | | | — | | | | | | — | | |
| | | 3/2/2020 (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 437 | | | | | | 87,383 | | | ||
| | | 3/2/2020 (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,900 | | | | | | 1,979,604 | | | | | | — | | | | | | — | | | ||
| | | 3/4/2019 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,909 | | | | | | 1,381,524 | | | | | | — | | | | | | — | | | ||
| | | 3/4/2019 (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,980 | | | | | | 1,795,641 | | | | | | — | | | | | | — | | | ||
| | | 3/1/2018 (5) | | | | | | — | | | | | | 17,469 | | | | | | 38.55 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2018 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,745 | | | | | | 748,850 | | | | | | — | | | | | | — | | | ||
| | | 6/14/2017 (9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,136 | | | | | | 227,155 | | | | | | — | | | | | | — | | | ||
| | | 5/25/2017 (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,953 | | | | | | 390,522 | | | | | | — | | | | | | — | | | ||
| | | 3/3/2017 (5) | | | | | | — | | | | | | 4,340 | | | | | | 22.30 | | | | | | 3/3/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Stephany Verstraete | | | | | 3/2/2020 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,422 | | | | | | 1,084,183 | | | | | | — | | | | | | — | | |
| | | 3/2/2020 (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 407 | | | | | | 81,384 | | | ||
| | | 3/2/2020 (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,218 | | | | | | 1,843,231 | | | | | | — | | | | | | — | | | ||
| | | 3/4/2019 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,402 | | | | | | 1,480,104 | | | | | | — | | | | | | — | | | ||
| | | 3/4/2019 (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,622 | | | | | | 1,924,015 | | | | | | — | | | | | | — | | | ||
| | | 3/1/2018 (5) | | | | | | 32,519 | | | | | | 14,781 | | | | | | 38.55 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 3/1/2018 (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,169 | | | | | | 633,673 | | | | | | — | | | | | | — | | | ||
| | | 5/25/2017 (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,925 | | | | | | 384,923 | | | | | | — | | | | | | — | | | ||
| | | 3/3/2017 (5) | | | | | | 22,313 | | | | | | 4,287 | | | | | | 22.30 | | | | | | 3/3/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 1/4/2016 (5) | | | | | | 19,403 | | | | | | — | | | | | | 17.99 | | | | | | 1/4/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
Jason Gorevic | | | | | 165,310 | | | | | $ | 34,133,660 | | | | | | 78,316 | | | | | $ | 9,756,769 | | |
Mala Murthy | | | | | — | | | | | | — | | | | | | 15,936 | | | | | | 2,493,267 | | |
David Sides | | | | | 4,084 | | | | | | 602,390 | | | | | | 7,299 | | | | | | 1,593,007 | | |
Adam Vandervoort | | | | | 35,523 | | | | | | 5,284,889 | | | | | | 14,779 | | | | | | 1,895,292 | | |
Stephany Verstraete | | | | | 135,597 | | | | | | 22,018,618 | | | | | | 13,606 | | | | | | 1,694,825 | | |
these situations is described below. No changes to these arrangements were made during 2020.
severance payments and benefits in the event of certain terminations of employment or upon a change in control of Teladoc Health.
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“Cause” generally means, subject to certain notice requirements and cure rights, Mr. Gorevic’s: (i) willful and continued failure to substantially perform his duties to us (other than any such failure resulting from his incapacity due to disability), after demand for substantial performance is delivered by us that specifically identifies the manner in which we believe he has not substantially performed his duties; (ii) willful engaging in misconduct that is significantly injurious to us, monetarily, in reputation or otherwise, including any conduct that is in violation of our written employee workplace policies; or (iii) commission of any felony, or any crime involving dishonesty in respect to our business and affairs. • “Good reason” generally means, subject to certain notice requirements and cure rights, a material reduction in the amount of Mr. Gorevic’s base salary, target bonus or duties, responsibilities or authority, the cessation of his service on the Board, a requirement that he relocate his residence or employment outside of the New York City area, our |
18
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Mark Hirschhorn
Our employment agreement or, if, in connection with or following a change in control, our common stock ceases to be publicly traded on a national securities exchange (unless Mr. HirschhornGorevic is the Chief Executive Officer of the ultimate parent entity or successor in such change in control and the common stock of such parent entity or successor is publicly traded).
installments over the two-year period following the change in control date. 50% of the earned Operating Expense Percentage PSUs will vest on the change in control date and the remaining 50% will vest on the one-year anniversary of the change in control date.
| | | Form of Payment | | | | | | | | | | | | | | | | | | | | | | | |||||||||
Name/Triggering Event | | | Cash Severance ($)(1) | | | Benefit Continuation ($) | | | Life Insurance ($) | | | Equity Awards ($)(2) | | | Total ($) | | | |||||||||||||||||
Jason Gorevic Involuntary Termination(3) Change in Control(4) Termination in connection with Change in Control(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | $ | 1,925,000 | | | | | $ | 41,298 | | | | | $ | 325 | | | | | $ | 32,332,319 | | | | | $ | 34,298,942 | | | | ||||
| | | — | | | | | | — | | | | | | — | | | | | | 3,501,238 | | | | | | 3,501,238 | | | | ||||
| | | 2,750,000 | | | | | | 41,298 | | | | | | 325 | | | | | | 53,611,128 | | | | | | 56,402,751 | | | | ||||
Mala Murthy Involuntary Termination(5) Change in Control(4) Termination in connection with Change in Control(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 425,000 | | | | | | 27,532 | | | | | | — | | | | | | 3,671,530 | | | | | | 4,124,062 | | | | ||||
| | | — | | | | | | — | | | | | | — | | | | | | 1,029,784 | | | | | | 1,029,784 | | | | ||||
| | | 1,400,375 | | | | | | 27,532 | | | | | | — | | | | | | 10,927,275 | | | | | | 12,355,182 | | | | ||||
David Sides Involuntary Termination(5) Change in Control(4) Termination in connection with Change in Control(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 450,000 | | | | | | 27,532 | | | | | | — | | | | | | 2,259,317 | | | | | | 2,736,849 | | | | ||||
| | | — | | | | | | — | | | | | | — | | | | | | 1,029,784 | | | | | | 1,029,784 | | | | ||||
| | | 1,482,750 | | | | | | 27,532 | | | | | | — | | | | | | 11,700,202 | | | | | | 13,210,484 | | | | ||||
Adam Vandervoort Involuntary Termination(5) Change in Control(4) Termination in connection with Change in Control(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 182,500 | | | | | | 15,219 | | | | | | — | | | | | | 4,810,595 | | | | | | 5,008,314 | | | | ||||
| | | — | | | | | | — | | | | | | — | | | | | | 746,591 | | | | | | 746,591 | | | | ||||
| | | 912,500 | | | | | | 30,438 | | | | | | — | | | | | | 11,453,343 | | | | | | 12,396,281 | | | | ||||
Stephany Verstraete Involuntary Termination(5) Change in Control(4) Termination in connection with Change in Control(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 162,500 | | | | | | 15,219 | | | | | | — | | | | | | 5,412,145 | | | | | | 5,589,864 | | | | ||||
| | | — | | | | | | — | | | | | | — | | | | | | 695,080 | | | | | | 695,080 | | | | ||||
| | | 817,375 | | | | | | 30,438 | | | | | | — | | | | | | 10,660,127 | | | | | | 11,507,940 | | | |
Mr. Hirschhorn’s employment agreement contains restrictive covenants pursuant In addition, the award of PSUs granted to which Mr. Hirschhorn has agreed to refrain from competing with us or soliciting our employees or customers following his termination of employment for a period of 12 months.
For purposeshim in 2020 would become earned as of the employment agreements, “cause” hasdate of the same meaning aschange in control (or an earlier date determined by the administrator of the 2015 Incentive Award Plan), and the number of PSUs earned will equal the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using Teladoc Health’s expected performance based on its then-current results. The amounts shown in this row for PSUs reflect vesting of all the Revenue PSUs and EBITDA PSUs that were actually earned by Mr. Gorevic’s employment agreement. “Good reason” generally means, with respectGorevic for 2020 and the target number of Operating Expense Percentage PSUs.
Adam C. Vandervoort
target number of PSUs and (ii) the sum of the number of earned PSUs using Teladoc Health’s expected performance based on its then-current results. One-third of the earned Revenue PSUs and EBITDA PSUs will vest on the change in control date and the remaining two-thirds will vest in substantially equal annual installments over the two-year period following the change in control date. 50% of the earned Operating Expense Percentage PSUs will vest on the change in control date and the remaining 50% will vest on the one-year anniversary of the change in control date. The amounts shown in this row for PSUs reflect vesting of one-third of the Revenue PSUs and EBITDA PSUs that were actually earned by the named executive officer for 2020 and one-half of the target number of Operating Expense Percentage PSUs.
Mr. Vandervoort’s severance agreement contains restrictive covenants pursuant In addition, the award of PSUs granted to which Mr. Vandervoort has agreed to refrain from competing with ushim or solicitingher in 2020 would become earned as of the date of the change in control (or an earlier date determined by the administrator of the 2015 Incentive Award Plan), and the number of PSUs earned will equal the greater of (i) 100% of the target number of PSUs and (ii) the sum of the number of earned PSUs using Teladoc Health’s expected performance based on its then-current results. The amounts shown in this row for PSUs reflect vesting of all the Revenue PSUs and EBITDA PSUs that were actually earned by the named executive officer for 2020 and the target number of Operating Expense Percentage PSUs.
19
For purposesand the annual total compensation of Mr. Vandervoort’s agreement, “cause” hasGorevic, our Chief Executive Officer. We consider the same meaning aspay ratio specified herein to be a reasonable estimate, calculated in Mr. Gorevic’s employment agreement. “Good reason” generally means,a manner intended to be consistent with respectItem 402(u) of Regulation S-K. We believe executive pay must be internally consistent and equitable to Mr. Vandervoort, subjectmotivate our employees to certain notice requirementscreate stockholder value. We are committed to internal pay equity, and cure rights, (i) a material reduction in the aggregate amount of his base salary and target bonus without his consent (except for a reduction applicable to the management team generally); (ii) a material reduction in his overall responsibilities or authority, or scope of duties; (iii) a requirement that he relocate his principal place of employment outside of the New York City metropolitan area or (iv) our material breach of the severance agreement.
Compensation Committee Interlocks and Insider Participation
During 2015, Messrs. McKinley and Multani served as members ofmonitors the Compensation Committee. No member ofrelationship between the Compensation Committee was an employee or officer of Teladoc during 2015, is a former officer of Teladoc, or had any other relationship with us requiring disclosure herein.
During the last fiscal year, none ofpay our executive officers served as: (1) a memberreceive and the pay our non-managerial employees receive.
compensation plans and practices and agrees with management’s conclusion.
Equity Compensationissued, including plans assumed in connection with the Livongo merger:
Plan Category | | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) | | | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Shares Reflected in the First Column)(2) | | |||||||||
Equity compensation plans approved by security holders(3) | | | | | 4,588,719(4) | | | | | $ | 25.98 | | | | | | 7,777,946(5) | | |
Equity compensation plans not approved by security holders(6) | | | | | 5,124,194(7) | | | | | | 7.95 | | | | | | 8,024,876(8) | | |
Total | | | | | 9,712,913 | | | | | $ | 17.19 | | | | | | 15,802,822 | | |
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Plan Category |
| Number of Shares to be |
| Weighted-Average |
| Number of Shares |
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Equity compensation plans approved by stockholders |
| 5,488,215 |
| $ | 9.46 |
| 2,106,867 |
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Name and Principal |
| Year |
| Salary |
| Bonus |
| Option |
| Non-Equity |
| All Other |
| Total |
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Mr. Jason Gorevic |
| 2015 |
| 425,000 |
| — |
| — |
| 510,000 |
| 37,672 | (3) | 972,672 |
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President, Chief Executive |
| 2014 |
| 361,084 |
| 68,530 | (4) | 516,124 |
| 168,987 |
| 32,038 | (5) | 1,151,963 |
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Officer and Director |
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Mr. Mark Hirschhorn |
| 2015 |
| 335,000 |
| 100,000 | (6) | — |
| 300,495 |
| 37,672 | (7) | 773,167 |
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Executive Vice President |
| 2014 |
| 309,500 |
| — |
| 473,887 |
| 100,588 |
| 32,038 | (8) | 916,013 |
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and Chief Financial Officer |
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Mr. Adam C. Vandervoort | (9) | 2015 |
| 300,000 |
| — |
| 716,552 |
| 159,960 |
| 20,467 | (10) | 1,196,979 |
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Chief Legal Officer |
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and Secretary |
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(4) Includes 120,384 outstanding options to purchase stock under the Prior Plan, 2,876,200 outstanding options to purchase stock under the 2015 Incentive Award Plan, 503,184 shares subject to outstanding PSUs (which number includes the number of shares actually earned under the PSUs, as determined by the |
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Outstanding Equity Awards at 2015 Fiscal Year‑End
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| Option Awards |
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Name |
| Grant Date |
| Number of |
| Number of |
| Equity |
| Option |
| Option |
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Mr. Jason Gorevic |
| 12/22/2014 |
| 38,880 |
| 116,639 | (1) | — |
| 6.01 |
| 12/22/2024 |
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| 12/11/2013 |
| 67,205 |
| — |
| 22,401 | (2) | 1.67 |
| 12/11/2023 |
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| 12/11/2013 |
| 77,943 |
| — |
| 11,663 | (3) | 1.67 |
| 12/11/2023 |
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| 4/16/2012 |
| 252,450 |
| 42,576 | (1) | — |
| 1.07 |
| 4/16/2022 |
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Mr. Mark Hirschhorn |
| 12/22/2014 |
| 27,414 |
| 82,240 | (1) | — |
| 6.01 |
| 12/22/2024 |
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| 9/10/2014 |
| 10,254 |
| 22,556 | (1) | — |
| 6.01 |
| 9/10/2024 |
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| 12/11/2013 |
| — |
| — |
| 24,042 | (4) | 1.67 |
| 12/11/2023 |
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| 12/11/2013 |
| 3,007 |
| 12,520 | (3) | — |
| 1.67 |
| 12/11/2023 |
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| 12/31/2012 |
| 36,961 |
| 63,357 | (1) | — |
| 1.07 |
| 12/31/2022 |
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Mr. Adam C. Vandervoort |
| 5/29/2015 |
| — |
| 21,873 | (1) | — |
| 9.60 |
| 5/29/2025 |
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| 2/25/2015 |
| — |
| 131,239 | (1) | — |
| 8.71 |
| 2/25/2025 |
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Compensation Committee Reportin February 2021) and 1,088,951 outstanding RSUs (excluding the PSUs) under the 2015 Incentive Award Plan.
The information contained in this compensation committee report shall not be deemedindependent registered public accountants retained to audit the Company’s financial statements. In accordance with its charter, the Audit Committee has appointed Ernst & Young LLP to be “soliciting material,” “filed” or incorporated by reference into any past or future filing underTeladoc Health’s independent registered public accounting firm for the Securities Exchange Act of 1934 or the Securities Act of 1933 unlessyear ending December 31, 2021 and onlyhas unanimously approved and voted to the extentrecommend that the Company specifically incorporates it by reference.
Compensation Committee
Mr. Thomas G. McKinley (Chairman)
Mr. Arneek Multani
23
The following table provides informationErnst & Young LLP audited Teladoc Health’s annual financial statements for the year ended December 31, 2015 regarding all compensation awarded2020. In determining whether to earned by or paid to each person who served as a non-employee memberreappoint the independent registered public accountants, the Audit Committee considers the length of our Board of Directors during some portion of that year. Other than as set forth intime the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to anyfirm has been engaged, the quality of the non-employee members of our Board of Directors during 2015. Mr. Gorevic, who is also our Presidentdiscussions with the independent registered public accountants and Chief Executive Officer, received no compensation for his service as a director, and consequently is not included in this table.
Name |
| Fees Earned |
| Stock |
| Total |
| |||
Mr. Martin R. Felsenthal |
| $ | 24,000 |
| $ | 141,012 |
| $ | 165,012 |
|
William H. Frist, M.D. |
| $ | 45,000 |
|
| — |
| $ | 45,000 |
|
Mr. Michael Goldstein |
| $ | 46,667 |
| $ | 406,589 |
| $ | 453,256 |
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Mr. Thomas Mawhinney |
| $ | 21,500 |
| $ | 141,012 |
| $ | 162,512 |
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Mr. Thomas G. McKinley |
| $ | 25,000 |
| $ | 141,012 |
| $ | 166,012 |
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Mr. Dana G. Mead, Jr. |
| $ | 22,500 |
| $ | 141,012 |
| $ | 163,512 |
|
Mr. Arneek Multani |
| $ | 22,500 |
| $ | 141,012 |
| $ | 163,512 |
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Mr. James Outland |
| $ | 25,000 |
| $ | 141,012 |
| $ | 166,012 |
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Mr. David B. Snow, Jr. |
| $ | 66,418 |
|
| — |
| $ | 66,418 |
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24
Non-Employee Director Compensation Policy
In connection with our initial public offering, the Board adopted a non-employee director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. Under the policy, all non-employee directors will be paid cash compensation as set forth below. Annual retainers for non-employee members of our board of directors are in addition to theits annual retainers for chairpersons and membersassessment of the committeespast performance of our board of directors. In addition toboth the amounts set forth below, on the date of the Annual Meeting, each continuing non-employee director who has served on the board of directorslead audit partner and Ernst & Young LLP. The Audit Committee is responsible for the previous six months will be eligible to receive an option to purchase 12,249 shares our common stock.
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PROPOSAL 1 – ELECTION OF DIRECTORS
Our Fifth Amended and Restated Certificateaudit fees associated with the Company’s retention of Incorporation and our Bylaws provide that the numberErnst & Young LLP. Representatives of our directors shall be fixed from time to time by a resolution of the majority of the Board. Immediately prior to the Annual Meeting, our Board will consist of ten members. Our Board of Directors is divided into three staggered classes of directors as nearly equal in number as possible. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class I directors expires at the Annual Meeting. The term of the Class II directors expires at the 2017 annual meeting and the term of the Class III directors expires at the 2018 annual meeting. After the initial terms expire, directorsErnst & Young LLP are expected to be electedpresent at the meeting to hold officerespond to appropriate questions and to make a statement if they so desire.
Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Boardits discretion may either reduce the number of directors to be elected or select a substitute nominee. Ifdifferent public accounting firm at any time during the year if it determines that such a substitute nominee is selected,change would be in the proxy holders will vote your shares forbest interests of the substitute nominee, unless you have withheld authority.
TheCompany and its stockholders.
THEvote thereon.
The following table sets forth, with respect to each nominee, his name, age, principal occupation, employment during at least the past five years, the year he was first elected a Teladoc director and directorships held in other public companies.
26
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Board and available on our website at ir.teladochealth.com by clicking through “Corporate Governance.”
and the SEC.
2020.
Mr. Michael GoldsteinReport shall not be deemed to be “soliciting material,” “filed” or incorporated by reference into any past or future filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that the Company specifically incorporates it by reference.
Mr. David B. Snow, Jr.
Mr. James Outland
28Christopher Bischoff
48
| | | 2020 | | | 2019 | | ||||||
Audit fees(1) | | | | $ | 3,276,356 | | | | | $ | 1,681,568 | | |
Audit-related fees(2) | | | | $ | 92,000 | | | | | $ | 140,000 | | |
Tax fees(3) | | | | $ | 424,192 | | | | | | 156,164 | | |
All other fees(4) | | | | $ | 18,216 | | | | | $ | 23,840 | | |
Total | | | | $ | 3,810,764 | | | | | $ | 2,001,572 | | |
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| 2015 |
| 2014 | ||
Audit fees |
| $ | 1,910,353 |
| $ | 453,240 |
Audit-related fees |
| $ | 63,051 |
| $ | 511,997 |
Tax fees |
|
| — |
|
| — |
All other fees |
| $ | 2,142 |
|
| — |
Total |
| $ | 1,975,546 |
| $ | 965,237 |
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49
Name of Beneficial Owner | | | Number of Shares | | | Number of Option Shares(1) | | | Percent of Class(2) | | |||||||||
Christopher Bischoff | | | | | 4,406 | | | | | | — | | | | | | * | | |
Karen L. Daniel | | | | | 28,278 | | | | | | — | | | | | | * | | |
Sandra L. Fenwick | | | | | 42,708(3) | | | | | | — | | | | | | * | | |
William H. Frist, M.D. | | | | | 5,418 | | | | | | 89,070(4) | | | | | | * | | |
Jason Gorevic | | | | | 560,970(5) | | | | | | 918,264(6) | | | | | | * | | |
Catherine A. Jacobson | | | | | 734 | | | | | | — | | | | | | * | | |
Thomas G. McKinley | | | | | 4,830 | | | | | | 1,049(7) | | | | | | * | | |
Mala Murthy | | | | | 13,240 | | | | | | 16,904(6) | | | | | | * | | |
Kenneth H. Paulus | | | | | — | | | | | | 14,647(4) | | | | | | * | | |
David Shedlarz | | | | | 3,930 | | | | | | 5,131(8) | | | | | | * | | |
David Sides | | | | | 7,152 | | | | | | 17,576(6) | | | | | | * | | |
Mark Douglas Smith, M.D. | | | | | 3,012 | | | | | | 5,944(9) | | | | | | * | | |
David B. Snow, Jr. | | | ��� | | 99,332 | | | | | | 43,261(10) | | | | | | * | | |
Hemant Taneja | | | | | 6,868,111(11) | | | | | | — | | | | | | 4.45% | | |
Glen Tullman | | | | | 298,838(12) | | | | | | 329,863(6) | | | | | | * | | |
Adam Vandervoort | | | | | 9,585 | | | | | | 2,412(6) | | | | | | * | | |
Stephany Verstraete | | | | | 22,278 | | | | | | 62,449(6) | | | | | | * | | |
All directors, nominees for director and executive officers as a group (21 persons) | | | | | 8,234,109 | | | | | | 1,864,280 | | | | | | 6.47% | | |
| | | Number of Shares | | | Percent of Class(1) | | ||||||
The Vanguard Group(2) | | | | | 11,473,659 | | | | | | 7.44% | | |
BlackRock, Inc.(3) | | | | | 9,312,348 | | | | | | 6.04% | | |
ARK Investment Management LLC(4) | | | | | 7,832,332 | | | | | | 5.08% | | |
Vote Required For Ratification
The Audit Committee is responsible for selecting Teladoc’s independent registered public accounting firm. Accordingly, stockholder approval is not required to appoint Ernst & Young LLP as Teladoc’s independent registered public accounting firm for 2016. The Board believes, however, that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is a matter of good corporate governance. If the stockholders do not ratify the appointment, the Audit Committee will review its future selection of the independent registered public accounting firm.
The ratification of the appointment of Ernst & Young LLP as Teladoc’s independent registered public accounting firm requires the affirmative vote of a majority of the shares present at the meeting in person or by proxy and entitled to vote.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.
30
Our bylaws require stockholders to give advance notice of any proposal intended to be presented at the Annual Meeting. The deadline for this notice has passed and we have not received any such notice. If any other matter properly comes before the stockholders for a vote at the meeting, however, the proxy holders will vote your shares in accordance with their best judgment.
For any proposal that is not submitted for inclusion in next year’s proxy statement (as described inunder Rule 14a-8 of the preceding paragraph), but is instead soughtExchange Act should be sent to be presented directly at the 2017 annual meeting, the federal securities laws require stockholders to give advance notice of such proposals. The required noticeour principal executive offices and must be givenreceived no lesslater than forty-five days in advanceDecember 8, 2021. As the rules of the one-year anniversary dateSEC make clear, simply submitting a proposal does not guarantee that it will be included.
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