American Well Corporation (AMWL)
NYSE: AMWL · Real-Time Price · USD
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AGM 2026

Jun 16, 2026

Summary

Shareholders addressed director election, auditor ratification, and executive compensation. Roy Schoenberg resigned from the board, and quorum was confirmed. Final voting results will be filed on Form 8-K.

Ido Schoenberg
Chairman and CEO, Amwell

Welcome to Amwell's 2026 Annual Meeting of Shareholders. I'm Dr. Ido Schoenberg, and will be acting as chair of this meeting. Joining us today are members of the 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 you to Anna Nesterova, our head of legal and secretary for the meeting.

Anna Nesterova
Deputy General Counsel and Head of Legal, Amwell

Thank you, Ido, and good afternoon. 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. 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, which can be found on the investor relations 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 23, 2026, to all shareholders of record as of the close of business on April 17, 2026. Therefore, I declare that this meeting has been properly called. In addition, the company has appointed Chris Woods of American Election Services to serve as the independent inspector of elections for this meeting. He will file his oath of office with the secretary of the meeting for inclusion in the minutes. The stockholder list shows that as of the record date, there were 15,061,188 shares of Class A common stock, 1,369,518 shares of Class B stock, and 277,777 shares of Class C common stock outstanding and entitled to vote in this meeting.

The inspector of elections has informed us that holders of approximately 76.57% of the total voting power of all outstanding securities generally entitled to vote at this meeting are present, either in person or by proxy. 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, or if you have not voted yet or 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.

Anna Nesterova
Deputy General Counsel and Head of Legal, Amwell

As previously reported, Roy Schoenberg has resigned from the board. He's no longer standing for reelection at this meeting. The board did not nominate a substitute nominee, and the named proxies will not cast votes with respect to any substitute nominee. Any votes for Roy Schoenberg that are or have been cast will not be counted. As a result, we will only vote on one nominee, Dr. Ido Schoenberg, for election to the board as a Class III director. No other nominations have been received in accordance with our bylaws, the nominations are closed. The board of directors has recommended that shareholders vote for this nominee.

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 2026 fiscal year.

Anna Nesterova
Deputy General Counsel and Head of Legal, 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 2026 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 executive compensation section and the related compensation tables and narratives disclosed in the proxy statement.

Anna Nesterova
Deputy General Counsel and Head of Legal, 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 executive compensation section and the related compensation tables and narrative disclosure in the proxy statement. This concludes the introduction of the proposals to be presented at the meeting.

Ido Schoenberg
Chairman and CEO, Amwell

The polls are now closed. This concludes the business for the meeting. The 2026 Annual Meeting of Shareholders is now officially adjourned.

Anna Nesterova
Deputy General Counsel and Head of Legal, Amwell

The inspector of elections will tally the votes cast. 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.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.