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Teladoc Health (NYSE: TDOC) 2026 meeting backs board, pay and auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Teladoc Health, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected all nine director nominees to serve until the 2027 annual meeting, with each receiving more votes in favor than against.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 71,154,268 votes for and 8,973,257 against. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 122,580,992 votes for and 1,195,800 against.

Positive

  • None.

Negative

  • None.
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.
Say-on-pay votes for 71,154,268 shares Advisory approval of named executive officer compensation
Say-on-pay votes against 8,973,257 shares Advisory approval of named executive officer compensation
Auditor ratification votes for 122,580,992 shares Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 1,195,800 shares Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Highest director "For" vote 78,213,920 shares Election of Mark Douglas Smith, M.D., MBA to the board
Broker non-votes on Proposals 1 & 2 43,207,208 shares Director elections and advisory vote on executive compensation
broker non-votes financial
"The voting results for each director nominee are set forth below."
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.
advisory vote financial
"The stockholders of the Company approved, on an advisory basis, the compensation paid"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"the compensation paid to the Company’s named executive officers"
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.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young 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.
Annual Meeting of Stockholders financial
"The 2026 Annual Meeting of Stockholders of Teladoc Health, Inc."
Understanding 8-K Material Events →
FALSE0001477449155 E 44th StreetSuite 1700New YorkNY1001700014774492026-05-212026-05-210001477449dei:FormerAddressMember2026-05-212026-05-21

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) May 21, 2026
___________________________________
Teladoc Health, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-37477
(Commission File Number)
04-3705970
(I.R.S. Employer Identification No.)
155 E 44th Street, Suite 1700
New York, NY 10017
(Address of principal executive offices and zip code)
(203) 635-2002
(Registrant's telephone number, including area code)
___________________________________
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
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.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Teladoc Health, Inc. (the “Company”) was held on May 21, 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 each of the following director nominees proposed by the Company’s Board of Directors to serve until the 2027 Annual Meeting of Stockholders of the Company and until their respective successors have been duly elected and qualified. The voting results for each director nominee are set forth below.

Name
For
Against
Abstentions
Broker Non-Votes
Charles Divita, III
76,534,562
4,688,083
62,996
43,207,208
Sandra L. Fenwick
74,876,294
5,374,184
1,035,163
43,207,208
Catherine A. Jacobson
73,823,862
6,428,082
1,033,697
43,207,208
Kenneth H. Paulus
74,670,036
6,524,629
90,976
43,207,208
Susan R. Salka
76,279,272
4,840,123
166,246
43,207,208
David L. Shedlarz
74,640,078
5,608,770
1,036,793
43,207,208
Mark Douglas Smith, M.D., MBA
78,213,920
2,011,677
1,060,044
43,207,208
Michael S. Smith
76,313,738
4,883,881
88,022
43,207,208
David B. Snow, Jr.
67,368,308
12,899,237
1,018,096
43,207,208

Proposal 2 — Advisory Vote Approving the Compensation of the Company’s Named Executive Officers

The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The voting results are set forth below.

For
Against
Abstentions
Broker Non-Votes
71,154,268
8,973,257
1,158,116
43,207,208

Proposal 3 — Ratifying the Appointment of the Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results are set forth below.

For
Against
Abstentions
Broker Non-Votes
122,580,992
1,195,800
716,057
N/A




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: May 21, 2026
Teladoc Health, Inc.
By:
/s/ Adam C. Vandervoort
Name:
Adam C. Vandervoort
Title:
Chief Legal Officer and Secretary



Source: View Original Filing on SEC EDGAR

FAQ

What happened at Teladoc Health (TDOC)'s 2026 Annual Meeting of Stockholders?

Teladoc Health’s 2026 annual meeting approved all board-backed items. Stockholders elected nine directors, endorsed executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Which directors were elected at Teladoc Health (TDOC)'s 2026 annual meeting?

All nine Teladoc Health director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Charles Divita III and Mark Douglas Smith, received more votes "For" than "Against," with additional abstentions and broker non-votes reported.

How did Teladoc Health (TDOC) stockholders vote on executive compensation in 2026?

Stockholders approved Teladoc Health’s named executive officer compensation on an advisory basis. The vote totaled 71,154,268 shares in favor, 8,973,257 against, and 1,158,116 abstentions, with 43,207,208 broker non-votes recorded on the proposal.

Which auditor did Teladoc Health (TDOC) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Teladoc Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes were 122,580,992 for, 1,195,800 against, and 716,057 abstentions, with broker non-votes listed as not applicable.

Were there any broker non-votes at Teladoc Health (TDOC)'s 2026 annual meeting?

Yes. On the director elections and the advisory vote on executive compensation, there were 43,207,208 broker non-votes reported. For the auditor ratification proposal, broker non-votes were not applicable, and only for, against, and abstention votes were disclosed.

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