UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 1, 2020 (May 28, 2020)
Teladoc Health, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37477 | | 04-3705970 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2 Manhattanville Road, Suite 203
Purchase, New York | | 10577 |
| (Address of principal executive offices) | | (Zip Code) |
(203) 635-2002
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common Stock, par value $0.001 per share | | TDOC | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (the “Annual Meeting”) of Teladoc Health, Inc. (the “Company”) was held on May 28, 2020. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each of the three proposals submitted to stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1 — Election of Directors
The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the 2021 annual meeting of stockholders of the Company. The voting results for each director nominee are set forth below.
| Name | | For | | | Withheld | | | Broker Non-Votes | |
| Helen Darling | | | 50,012,914 | | | | 278,967 | | | | 12,387,211 | |
| William H. Frist, M.D. | | | 49,897,676 | | | | 394,205 | | | | 12,387,211 | |
| Michael Goldstein | | | 49,507,656 | | | | 784,225 | | | | 12,387,211 | |
| Jason Gorevic | | | 50,066,821 | | | | 225,060 | | | | 12,387,211 | |
| Catherine A. Jacobson | | | 50,088,330 | | | | 203,551 | | | | 12,387,211 | |
| Thomas G. McKinley | | | 49,455,062 | | | | 836,819 | | | | 12,387,211 | |
| Kenneth H. Paulus | | | 49,595,749 | | | | 696,132 | | | | 12,387,211 | |
| David Shedlarz | | | 49,378,083 | | | | 913,798 | | | | 12,387,211 | |
| Mark D. Smith, M.D. | | | 49,744,660 | | | | 547,221 | | | | 12,387,211 | |
| David B. Snow, Jr. | | | 49,578,371 | | | | 713,510 | | | | 12,387,211 | |
Proposal 2 — Advisory Vote Approving the Compensation of the Company’s Named Executive Officers
The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The voting results are set forth below.
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| | 42,163,371 | | | | 7,878,639 | | | | 249,871 | | | | 12,387,211 | |
Proposal 3 — Ratifying the Appointment of the Independent Registered Public Accounting Firm
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below.
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| | 62,036,962 | | | | 175,621 | | | | 466,509 | | | | N/A | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | TELADOC HEALTH, INC. |
| | | |
| Date: June 1, 2020 | By: | /s/ Adam C. Vandervoort |
| | | Name: | Adam C. Vandervoort |
| | | Title: | Chief Legal Officer and Secretary |
