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) October 29, 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) | | (I.R.S. Employer
Identification No.) |
2 Manhattanville Road, Suite 203
Purchase, New York | | 10577 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(203) 635-2002
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which
registered |
| Common Stock, par value $0.001 per share | | TDOC | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 29, 2020, Teladoc Health, Inc. (“Teladoc”) held a special meeting of its stockholders (the “Special Meeting”). As of the close of business on September 8, 2020, the record date for the Special Meeting, 82,957,800 shares of Teladoc’s common stock, par value $0.001 per share, were outstanding and entitled to vote. A total of 52,166,331 shares of common stock were voted in person or by proxy, representing approximately 62.88% of the shares entitled to be voted, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results on proposals considered and voted upon at the Special Meeting, all of which are described in Teladoc’s Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on September 15, 2020.
Each of the proposals was approved by the requisite vote of Teladoc’s stockholders.
Proposal 1 — To approve the issuance of shares of Teladoc common stock to the stockholders of Livongo Health, Inc. (“Livongo”), pursuant to the Agreement and Plan of Merger, dated as of August 5, 2020 (as it may be amended from time to time), by and among Teladoc, Livongo and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (such agreement is referred to as the “Merger Agreement” and such proposal, the “Teladoc Share Issuance Proposal”).
Teladoc’s stockholders approved the Teladoc Share Issuance Proposal.
| For | | Against | | Abstain | |
| 51,853,950 | | 217,668 | | 94,713 | |
Proposal 2 — To adopt an amendment to the certificate of incorporation of Teladoc (the “Teladoc Charter Amendment Proposal”).
Teladoc’s stockholders approved the Teladoc Charter Amendment Proposal.
| For | | Against | | Abstain | |
| 51,548,875 | | 412,805 | | 204,651 | |
Proposal 3 — To approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Teladoc Share Issuance Proposal and the Teladoc Charter Amendment Proposal or to ensure that any supplement or amendment to Teladoc’s joint proxy statement/prospectus is timely provided to Teladoc stockholders (the “Teladoc Adjournment Proposal”).
Teladoc’s stockholders approved the Teladoc Adjournment Proposal, if necessary, but an adjournment was not necessary in light of adoption of the Merger Agreement.
| For | | Against | | Abstain | |
| 48,489,440 | | 3,567,534 | | 109,357 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 30, 2020 | TELADOC HEALTH, INC. |
| | | | |
| | By: | | /s/ Adam C. Vandervoort |
| | Name: | | Adam C. Vandervoort |
| | Title: | | Chief Legal Officer |
