Talkspace Shareholders Re-Elect Board, Ratify EY Auditor at 2025 AGM

Rhea-AI Filing Summary

Talkspace, Inc. (Nasdaq: TALK) filed a Form 8-K to report the results of its 2025 Annual Meeting held on 18 June 2025. A quorum of 131.7 million shares (78.71% of the 167.4 million shares outstanding) was present.

Proposal 1 – Board elections: All three Class I nominees were elected to serve until the 2028 meeting. Jon Cohen received 77.7 million votes FOR (97.0% of votes cast), Madhu Pawar 75.4 million (94.2%), while Erez Shachar recorded a lower 50.1 million FOR (62.6%) and 30.0 million WITHHELD, signalling elevated shareholder dissent. Each director was subject to 51.7 million broker non-votes.

Proposal 2 – Auditor ratification: Kost Forer Gabbay & Kasierer (EY Global) was reaffirmed with 131.5 million FOR (99.8%), 0.2 million AGAINST and 22 k ABSTAIN, reflecting strong investor confidence in the incumbent auditor.

Proposal 3 – Say-on-Pay (advisory): Executive compensation was approved with 73.2 million FOR (91.5%), 6.8 million AGAINST and 44.5 k ABSTAIN. There were 51.7 million broker non-votes.

The meeting produced no changes to corporate strategy, capital structure or guidance; all items were routine governance matters.

Positive

• All three board nominees elected, preserving leadership continuity through 2028.
• Auditor ratification passed with 99.8% support, indicating strong investor confidence in financial reporting integrity.
• Say-on-Pay received 91.5% approval, signalling general shareholder alignment with compensation practices.

Negative

• 37% of votes withheld from director Erez Shachar—a higher-than-typical dissent level that may prompt future governance scrutiny.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; one director faces notable dissent, but all proposals passed—overall neutral impact.

The 8-K discloses standard annual-meeting outcomes. Shareholders ratified auditors and backed executive pay by comfortable margins, indicating general support for management. However, 37% of votes were withheld from director Erez Shachar, well above the customary low-single-digit opposition, hinting at potential investor concerns over performance, independence or committee roles. While the dissent is not yet destabilising, boards often interpret >20% opposition as a red flag requiring engagement. No other material actions—no bylaws changes, equity authorisations or strategic resolutions—were presented. Thus, the filing is governance-neutral with a watch-item on director support.

Portfolio Manager

TL;DR: Voting results unlikely to move TALK shares; monitor sentiment toward Shachar.

From a portfolio standpoint, the filing offers no new financial or operational data—only confirmation that current leadership and auditor remain in place. The broad approval of the auditor and Say-on-Pay reduces headline risk. Still, the 30 million WITHHELD votes against Shachar may foreshadow activist agitation or board refresh efforts. Unless followed by further governance developments, today’s disclosure does not alter TALK’s investment thesis or valuation.

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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 18, 2025

Talkspace, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39314		84-4636604
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

622 Third Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

(212) 284-7206

(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 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, $0.0001 par value per share		TALK		Nasdaq Global Select Market
Warrants to purchase common stock		TALKW		Nasdaq Global Select Market

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

At the 2025 Annual Meeting of Stockholders of Talkspace, Inc. (the “Company”), held on June 18, 2025, the Company’s stockholders: (i) elected Jon Cohen, Erez Shachar, and Madhu Pawar to serve as Class I directors until the 2028 annual meeting of the stockholders or until their respective successors shall have been duly elected and qualified, (ii) ratified the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global, as the Company’s independent auditors for the fiscal year ending December 31, 2025; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers.

Further information regarding all of these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025. The total number of shares of common stock entitled to vote at the 2025 Annual Meeting was 167,368,089, of which 131,741,246 shares, or 78.71%, were represented online or by proxy, constituting a quorum.

The Company’s independent inspector of elections reported the vote of the stockholders as follows:

Proposal 1: To elect Jon Cohen, Erez Shachar, and Madhu Pawar to serve as Class I directors until the 2028 annual meeting:

Name		For		Withheld		Abstain		Broker Non-Votes
Jon Cohen		77,659,578		2,385,222		-		51,696,446
Erez Shachar		50,053,799		29,991,001		-		51,696,446
Madhu Pawar		75,374,128		4,670,672		-		51,696,446

Proposal 2: To ratify the audit committee’s selection of Kost Forer Gabbay & Kasierer, a member of EY Global, as the Company’s independent auditors for the fiscal year ending December 31, 2025:

For		Against		Abstain		Broker Non-Votes
131,516,822		202,317		22,107		-

Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers:

For		Against		Abstain		Broker Non-Votes
73,239,190		6,761,066		44,544		51,696,446

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.

			Talkspace, Inc.
Date:	June 23, 2025	By:	/s/ Ian Harris
			Ian Harris Chief Financial Officer

FAQ

What was the quorum at Talkspace's 2025 Annual Meeting?

A quorum of 131,741,246 shares, representing 78.71% of outstanding shares, was present.

Did Talkspace shareholders approve the Say-on-Pay proposal?

Yes. 73,239,190 votes (91.5% of votes cast) were FOR executive compensation.

How many votes supported the re-election of director Erez Shachar at TALK?

Erez Shachar received 50,053,799 FOR and 29,991,001 WITHHELD, with 51.7 million broker non-votes.

Was Talkspace's independent auditor ratified for fiscal 2025?

Yes. Kost Forer Gabbay & Kasierer (EY) was ratified with 131,516,822 FOR and only 202,317 AGAINST.

Does the Form 8-K contain new financial guidance for TALK?

No. The filing is limited to annual-meeting voting results; it provides no earnings or guidance updates.