American Well stockholders approve director and pay

American Well Corporation held its 2026 annual meeting of stockholders on June 16, 2026.

Rhea-AI Filing Summary

American Well Corporation held its 2026 annual meeting of stockholders on June 16, 2026. Stockholders elected Class III director Dr. Ido Schoenberg, who received 20,509,462 votes for and 954,941 withheld, with 2,507,946 broker non-votes, to serve until the 2029 annual meeting.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 23,945,239 votes for and 27,110 withheld. In a non-binding advisory vote, stockholders approved the named executive officer compensation, with 21,137,741 votes for, 326,662 withheld, and 2,507,946 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director election votes for: 20,509,462 votes Director election votes withheld: 954,941 votes Director election broker non-votes: 2,507,946 votes +5 more

8 metrics

Director election votes for 20,509,462 votes Votes for Class III director Dr. Ido Schoenberg

Director election votes withheld 954,941 votes Votes withheld for Dr. Ido Schoenberg

Director election broker non-votes 2,507,946 votes Broker non-votes on director election

Auditor ratification votes for 23,945,239 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes withheld 27,110 votes Votes withheld on auditor ratification

Say-on-pay votes for 21,137,741 votes Advisory approval of named executive officer compensation

Say-on-pay votes withheld 326,662 votes Votes withheld on executive compensation proposal

Say-on-pay broker non-votes 2,507,946 votes Broker non-votes on executive compensation proposal

Key Terms

emerging growth company, broker non-votes, independent registered public accounting firm, non-binding advisory vote, +1 more

5 terms

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

broker non-votes financial

"Dr. Ido Schoenberg | | 20,509,462 | | 954,941 | | 2,507,946"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote regulatory

"approved, by a non-binding advisory vote, the compensation paid to the company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"the compensation paid to the company’s named executive officers, as disclosed in the Executive Compensation section"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did American Well (AMWL) stockholders decide at the 2026 annual meeting?

Stockholders elected Dr. Ido Schoenberg as a Class III director, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved, on a non-binding basis, the compensation of named executive officers, based on the proposals described in the company’s previously filed proxy statement.

How did American Well (AMWL) vote on the election of Dr. Ido Schoenberg?

Dr. Ido Schoenberg received 20,509,462 votes for and 954,941 votes withheld, with 2,507,946 broker non-votes. He was elected as a Class III director to serve until the 2029 annual meeting, or until his successor is duly elected and qualified.

Did American Well (AMWL) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as American Well’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 23,945,239 votes for and 27,110 votes withheld, and no broker non-votes reported on this proposal.

How did American Well (AMWL) stockholders vote on executive compensation?

Stockholders approved, in a non-binding advisory vote, the compensation of the company’s named executive officers. The proposal received 21,137,741 votes for, 326,662 votes withheld, and 2,507,946 broker non-votes, based on the compensation details disclosed in the proxy statement.

Did Dr. Roy Schoenberg stand for re-election at American Well’s 2026 meeting?

No. As previously disclosed, Dr. Roy Schoenberg did not stand for re-election at the 2026 annual meeting. Votes cast on the proposal regarding his potential re-election were not counted, leaving only the Class III nomination of Dr. Ido Schoenberg for stockholder decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:40 PM EDT Learn about SEC filing dates

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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 16, 2026

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39515	20-5009396
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
75 State Street Ste. 100
Boston, Massachusetts				02109
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 204-3500

(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
Class A Common Stock, $0.01 Par Value		AMWL		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 2026 annual meeting of stockholders (the “Annual Meeting”) of American Well Corporation (the “Company”) was held on June 16, 2026. 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 the following Class III director nominee proposed by the Company’s Board of Directors to serve until the 2029 annual meeting of stockholders of the Company or until his respective successor has been duly elected and qualified. The voting results are as follows:

Name		For		Withheld		Broker Non-Votes
Dr. Ido Schoenberg		20,509,462		954,941		2,507,946

As previously disclosed, Dr. Roy Schoenberg did not stand for re-election. Votes cast on the proposal regarding Dr. Roy Schoenberg’s re-election were not counted.

Proposal 2 — Ratifying the Appointment of the Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results are as follows:

For		Withheld		Broker Non-Votes
23,945,239		27,110		-

Proposal 3 — Advisory Vote on Named Executive Officer Compensation

The stockholders of the Company approved, by a non-binding advisory vote, the compensation paid to the company’s named executive officers, as disclosed in the Executive Compensation section and the related compensation tables and narrative disclosure in the proxy statement. The voting results are as follows:

For		Withheld		Broker Non-Votes
21,137,741		326,662		2,507,946

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.

			AMERICAN WELL CORPORATION
Date:	June 22, 2026	By:	/s/ Anna Nesterova
			Anna Nesterova Deputy General Counsel, Head of Legal

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