American Well Corporation (AMWL)
NYSE: AMWL · Real-Time Price · USD
6.16
+0.04 (0.65%)
Apr 30, 2026, 11:04 AM EDT - Market open
← View all transcripts

AGM 2024

Jun 18, 2024

Operator

Welcome to the annual meeting for American Well Corporation. Our host for today's call is Dr. Ido Schoenberg, Chairman and CEO of Amwell. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Dr. Schoenberg. You may begin, sir.

Ido Schoenberg
Chairman and CEO, Amwell

Thank you, and welcome to Amwell's 2024 annual meeting of shareholders. I'm Dr. Ido Schoenberg, and I will be acting as Chair of the meeting. Joining us today are members of our company's board of directors. Also present is a representative from our auditors, PricewaterhouseCoopers LLP. The meeting will now officially come to order. I would like to introduce to you Brad Gay, our General Counsel and Secretary for the meeting.

Brad Gay
General Counsel and Secretary, Amwell

Thanks, Ido, and good morning. Before we begin, I would ask each shareholder to observe the rules of conduct that are posted on the meeting site. Today's virtual meeting platform allows shareholders to submit questions through the portal at any time during the meeting. Our investor relations team will be recording questions received, and if you would like to speak with them, please note this. We maintain an active investor relations program and are committed to providing a high level of accessibility, as well as a robust set of investor materials that can be found on the IR portion of our website. You can also contact our team directly at any time by emailing investors@amwell.com.

I have before me an affidavit of mailing stating that a Notice of Internet Availability of Proxy Materials was distributed on April 26, 2024, to all stockholders of record as of the close of business on April 19, 2024. Therefore, I declare that this meeting has been properly called. In addition, the company has appointed Chris Woods of American Election Services LLC to serve as the independent inspector of elections for this meeting, and he will file his oath of office with the Secretary of the meeting for inclusion in the minutes of the meeting. Stockholder list shows that as of the record date, there were 263,517,164 shares of Class A common stock, 27,390,397 shares of Class B common stock, and 5,555,555 shares of Class C common stock outstanding and entitled to vote at this meeting.

The inspector of elections has informed us that there are represented in person or by proxy shares of common stock representing approximately 77.8% of the voting power on the record date. Since a quorum for the conduct of the meeting is present, we will proceed.

Ido Schoenberg
Chairman and CEO, Amwell

At this time, the polls for voting on all matters are open. All shareholders entitled to vote at this meeting can do so online if you have not yet voted, or if you want to change your vote you previously cast. Please remember that if you have already voted by proxy through the mail, telephone, or internet, it is not necessary to vote again. The first order of business is the election of directors.

Brad Gay
General Counsel and Secretary, Amwell

There are three nominees for election to the board. Who is elected will constitute the Class I directors on the board of directors. Each elected director will serve until the 2027 annual meeting until his or her successor is elected and qualified. All of the director nominees are present via phone. Information concerning the nominees was included in the proxy statement for your information. The nominees for election to the board are as follows: Mr. Derek Ross, Ms. Deborah Jackson, and Mr. Rob Webb. Persons named in the proxy statement have been nominated as directors of the company. No other nominations have been made in accordance with our bylaws, so the nominations are closed. The board of directors has recommended that shareholders vote for all of the nominees.

Ido Schoenberg
Chairman and CEO, Amwell

The second item of business is to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for the 2024 fiscal year.

Brad Gay
General Counsel and Secretary, Amwell

The board of directors has recommended shareholders vote for the approval of the selection of PricewaterhouseCoopers LLP as the registered independent public accounting firm for the 2024 fiscal year.

Ido Schoenberg
Chairman and CEO, Amwell

The third item of business is to approve, on an advisory basis, the compensation paid to the company's named executive officers as disclosed in the Compensation Discussion and Analysis and related compensation tables and narratives disclosed in the proxy statement.

Brad Gay
General Counsel and Secretary, Amwell

The board of directors has recommended that stockholders vote for the approval on an advisory basis of the compensation paid to the company's named executive officers as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in the proxy statement.

Ido Schoenberg
Chairman and CEO, Amwell

The fourth item of business is to approve amendments to our Certificate of Incorporation to effect reverse stock split.

Brad Gay
General Counsel and Secretary, Amwell

The board of directors has recommended that stockholders vote for the approval of amendments to our Certificate of Incorporation to effect a reverse stock split. This concludes the introduction of the proposals to be presented at this meeting.

Ido Schoenberg
Chairman and CEO, Amwell

The polls are now closed. This concludes the business of the meeting. The 2024 annual meeting of shareholders is now officially adjourned.

Brad Gay
General Counsel and Secretary, Amwell

The inspector of elections will tally the proxies and ballots received. We will report our final voting results on a Form 8-K to be filed with the SEC within four business days.

Ido Schoenberg
Chairman and CEO, Amwell

That concludes our meeting today. Thank you for attending. We appreciate your support as our shareholders.

Powered by