Teladoc Health, Inc.

For the period ended May 21, 2026. Filed Apr 7, 2026.

About 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.

May 21, 2026 · Filed Apr 7, 2026

TDOC$8.77-6.8%Stored close · as of Nov 6, 2026

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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 2026 annual meeting of stockholders of Teladoc Health

Attending the virtual meeting
	When		Virtual meeting		Record date:March 26, 2026	Date of distribution
Thursday, May 21, 20262:00 p.m. EDT		www.virtualshareholdermeeting.com/TDOC2026		Only stockholders of record at the close of business on March 26, 2026, may vote at the meeting or any adjournment(s) or postponement(s) of the meeting	On or about April 7, 2026
•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 ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026	“FOR”		Page 67
4	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 SecretaryNew York, New YorkApril 7, 2026

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.

Important notice regarding the availability of proxy materials for the annual meeting of stockholders to be held on May 21, 2026The Teladoc Health proxy statement and annual report are available at www.proxyvote.com.
Internet	Telephone	Mail	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

Table of contents

Proxy summary	1
Corporate governance and board matters	8
Proposal 1	FOR
Election of directors	8
Director Nominees	8
Corporate Governance Guidelines and Code of Business Conduct and Ethics	14
Board Leadership Structure	14
Committees of the Board	15
Audit Committee	16
Compensation Committee	17
Nominating and Corporate Governance Committee	18
Quality of Care and Patient Safety Committee	19
Executive Committee	19
Board Role in Risk Oversight	19
Identifying and Evaluating Director Nominees	22
Director Candidates Recommended by Stockholders	22
Communications with Directors	23
Related-Party Transactions	23
Director compensation	24
Non-Employee Director Compensation Program	24
Deferred Compensation Plan for Non-Employee Directors	25
2025 Director Compensation Table	26
Executive compensation	27
Proposal 2	FOR
Advisory vote on executive compensation	27
Executive Officers	28
Compensation Discussion and Analysis	30
Named Executive Officers and Overview	31
2025 Performance and Company Highlights	32
Compensation Philosophy and Objectives	33
Total 2025 Target Compensation Mix	34
Stockholder Outreach and “Say-on-Pay” Advisory Vote	35
Determination of Compensation	36
Elements of Compensation	37
Employment Agreements	44
Tax Implications	45
Accounting Considerations	45

Compensation Policies and Practices	45
Compensation Committee Report	46
Compensation tables	47
2025 Summary Compensation Table	47
2025 Grants of Plan-Based Awards Table	48
2025 Outstanding Equity Awards at Fiscal Year-End Table	50
2025 Option Exercises and Stock Vested Table	53
2025 Pension Benefits	53
2025 Nonqualified Deferred Compensation	53
Potential Payments Upon Termination or Change in Control	53
CEO Pay Ratio	59
Compensation Risk Assessment	59
Equity Compensation Plan Information	60
Pay Versus Performance	62
Pay Versus Performance Compensation Actually Paid Table	62
Relationship Between Pay and Performance	65
Audit matters	67
Proposal 3	FOR
Ratification of the appointment of the independent registered public accounting firm	67
Audit and Non-Audit Fees	68
Audit Committee Report	69
Stock ownership matters	70
Securities Ownership of Certain Beneficial Owners and Management	70
Directors and Executive Officers	70
Significant Stockholders	71
Information about the annual meeting and voting	72
Additional information	78
Other Matters	78
Interests of Certain Persons in Matters to Be Acted on	78
Proxy Solicitation	78
Procedures for Submitting Stockholder Proposals	78
Forward-Looking Statements	79
Annex A - Reconciliation of non-GAAP measures	80

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.