Teladoc Health Inc
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 8, 2025
Contents
Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
TELADOC HEALTH, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2025 annual meeting of stockholders of Teladoc Health
| When | Virtual meeting | Record date:March 27, 2025 | Date of distribution | |||
| Thursday, May 22, 20252:00 p.m. EDT | www.virtualshareholdermeeting.com/TDOC2025 | Only stockholders of record at the close of business on March 27, 2025, may vote at the meeting or any adjournment(s) or postponement(s) of the meeting | On or about April 8, 2025 | |||
|---|---|---|---|---|---|---|
| Attending the virtual meeting | ||||||
| •To enter the meeting, you must have your 16-digit control number that is shown on your 1) Notice of Internet Availability of Proxy Materials; or 2) proxy card if you elected to receive proxy materials by mail.•You will not be able to attend the Annual Meeting in person.•Details regarding accessing the Annual Meeting over the Internet and the business to be conducted are described in the Notice. | ||||||
Items of business
| Proposals | Board vote recommendation | For further details | ||
| 1 | To elect nine nominees to serve as directors | “FOR” | each director nominee | Page 8 |
| 2 | To conduct an advisory vote to approve our executive compensation (Say-on-Pay) | “FOR” | Page 27 | |
| 3 | To approve an amendment to the Teladoc Health, Inc. 2023 Incentive Award Plan | “FOR” | Page 69 | |
| 4 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2025 | “FOR” | Page 82 | |
| 5 | To transact other business as may properly come before the meeting or any adjournment(s) or postponement(s) of the meeting | |||
By Order of the Board of Directors,Adam C. VandervoortChief Legal Officer and SecretaryPurchase, New YorkApril 8, 2025
How to vote
Even if you plan to virtually attend the meeting, we encourage you to vote as soon as possible using one of the following methods. Have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form with your 16-digit control number available and follow the instructions.
| Internet | Telephone | During the meeting | |
|---|---|---|---|
| visit www.proxyvote.com, 24/7 | call toll-free1-800-690-6903 | complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope | attend the virtual Annual Meeting and cast your ballot online |
| Important notice regarding the availability of proxy materials for the annual meeting of stockholders to be held on May 22, 2025The Teladoc Health proxy statement and annual report are available at www.proxyvote.com. | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.