Teladoc Health, Inc. (TDOC)
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ASM 2024

May 23, 2024

Operator

Welcome to the annual meeting for Teladoc Health Incorporated. Our host for today's call is Mala Murthy, CEO and CFO. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host. Mala Murthy, you may begin.

Mala Murthy
Acting CEO and CFO, Teladoc Health

Good afternoon, and welcome to Teladoc Health's 2024 Annual Meeting of Stockholders. It is now 2:00 P.M. Eastern Time. My name is Mala Murthy, and I am Acting Chief Executive Officer and Chief Financial Officer of Teladoc Health. I will serve as chair of today's meeting, and Adam Vandevoort, Chief Legal Officer and Secretary of Teladoc Health, will serve as Secretary of the meeting. Stockholders who access the meeting using their 16-digit control numbers will be able to ask questions during the meeting by typing their questions where indicated on the virtual stockholder meeting website. I hereby call Teladoc Health's 2024 Annual Meeting of Stockholders to order and turn the meeting over to Adam.

Adam Vandervoort
Chief Legal Officer and Secretary, Teladoc Health

Thanks, Mala, and good afternoon. Please note that this meeting is being recorded. However, no one attending via webcast or telephone is permitted to use any video, audio, or other similar recording device. Additionally, a copy of the rules of conduct governing today's meeting and the list of stockholders entitled to vote at the meeting can be found on the virtual meeting web portal. Please abide by these procedures in order to facilitate an orderly meeting and to accomplish the items on today's agenda. An affidavit has been delivered, attesting to the fact that the documents relating to this 2024 Annual Meeting of Stockholders, including a notice of meeting, a proxy statement, and a proxy card, were mailed or otherwise distributed on or about April 9, 2024, by Broadridge Financial Solutions to all stockholders of record as of March 28, 2024.

James Raitt of American Election Services is Inspector of Election for this meeting and any adjournment hereof and has subscribed an oath to execute faithfully his duties as Inspector of Election. A preliminary count indicates that the holders of record of more than a majority of the voting power of Teladoc Health's outstanding capital stock, entitled to vote at the meeting, is present or represented at the meeting in person or by proxy. The Inspector of Election is making an exact count and will submit a formal report in the certificate that he will deliver after the meeting. Since, as indicated by the preliminary count, a majority of the voting power of Teladoc Health's outstanding capital stock entitled to vote at the meeting is represented, I declare that a quorum is present, subject to confirmation of that fact by the Inspector of Election.

We will now proceed to the proposals on which stockholder votes will be taken today. No motions or seconds will be required. I now declare the polls open to vote on the four proposals before this meeting. If you have not voted and have your 16-digit control number, you may vote your shares on the virtual stockholder meeting website. If you have delivered a proxy to Teladoc Health, your shares will be voted in the manner you specified, and unless you wish to change your vote, it will not be necessary for you to revote your shares at this meeting. If you would like to change your vote, you may do so by voting on the virtual shareholder meeting website.

Proposal one: The first matter to be acted upon by the stockholders is the election of directors to Teladoc Health's Board of Directors to serve for a one-year term, expiring at Teladoc Health's 2025 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The nominees are Mr. J. Eric Evans, Ms. Sandra L. Fenwick, Ms. Catherine A. Jacobson, Mr. Thomas G. McKinley, Mr. Kenneth H. Paulus, Mr. David L. Shedlarz, Dr. Mark D. Smith, and Mr. David B. Snow Jr. Proposal two: The second matter to be acted upon by the stockholders is approving, on an advisory basis, the compensation of Teladoc Health's named executive officers as disclosed in the proxy statement.

Proposal 3: The third matter to be acted upon by the stockholders is approving, on an advisory basis, the frequency of future advisory votes on the compensation of Teladoc Health's named executive officers. Proposal 4: The fourth matter to be acted upon by the stockholders is the ratification of the appointment of Ernst & Young LLP as independent auditors of Teladoc Health for the year ending December 31, 2024. We will now pause for a brief interval to allow stockholders to comment or ask any questions regarding the matters being voted on and to vote or change their votes through the virtual stockholder meeting website. If you have any comments or questions regarding the matters to be voted on, please submit them in the designated box on the stockholder meeting website.

Please be reminded of the meeting rules for comments and questions, which are also available on the stockholder meeting website. Any appropriate questions unrelated to the matters to be voted on but relevant to Teladoc Health will be answered as soon as practicable after the annual meeting on the investor relations portion of our website or otherwise addressed to the stockholder as appropriate. We have received at least one question. In order to enable full and considered disclosure, each question will be answered as soon as practicable after the annual meeting on the investor relations portion of our website, or otherwise addressed to the stockholder as appropriate. I now declare the polls closed.

I have been informed by the Inspector of Election that, one, more than a majority of the votes cast at this meeting, either in person or by proxy, have been voted in favor of the election of each of the eight nominees as a director. More than a majority of the votes cast at this meeting, either in person or by proxy, have been voted in favor of proposals two and four. And three, more than a majority of the votes cast at this meeting, either in person or by proxy, on proposal three, have been voted in favor of annual future advisory votes.

I hereby declare that each of the eight nominees for director has been elected, that proposals two and four have been approved and ratified by the stockholders, and that annual future advisory votes on the compensation of Teladoc Health's named executive officers is the frequency recommended by stockholders. We will report the final vote results in a Form 8-K to be filed within four business days of this meeting. Mala, I move to adjourn the annual meeting of Teladoc Health, Inc.

Mala Murthy
Acting CEO and CFO, Teladoc Health

Thanks, Adam. There being no other business to conduct at this meeting, Teladoc Health's 2024 annual meeting of stockholders stands adjourned.

Operator

This does conclude today's meeting. Thank you for joining, and have a pleasant day.

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