ASM 2017

May 25, 2017

Thank you. Good afternoon and welcome to Teladoc's 2017 Annual Meeting of Stockholders. It is now 2 p. M. Eastern Time. My name is Jason Gorevic and I'm President and Chief Executive Officer and a Director of Teladoc. I will serve as Chairman of today's meeting and Adam Vanderboort, Chief Legal Officer and Secretary of Teladoc will serve as Secretary. Stockholders to 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 the 2017 Annual Meeting to order and turn the meeting over to Adam. Thanks, Jason. I present to the meeting a notice of meeting dated April 6, 2017, a proxy statement and an affidavit attesting of the same were mailed beginning on April 13, 2017 to stockholders of record as of March 31, 2017. I also present to the meeting an alphabetical list of all of the stockholders of record as of March 31, 2017, showing the last known address of each stockholder and the number of shares of common stock registered in such stockholder's name. The original affidavit together with the documents attached will be annexed to the minutes of this meeting. The list of stockholders will remain available on our virtual shareholder meeting website for inspection during the meeting by stockholders who access the meeting using their 16 digit control numbers. Jim Rait 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 more than a majority of the outstanding shares of common stock of Teladoc are 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 later today to the company. Since, as indicated by the preliminary count, a majority of the outstanding shares of common stock of Teladoc is represented at this meeting, 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 4 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, 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 1, the first matter to be acted upon by the stockholders is the approval of 5 amendments to Teladoc's amended and restated certificate of incorporation to 1, increase the number of authorized shares of common stock from 75,000,000 to 100,000,000 2, declassify Teladoc's Board of Directors 3, eliminate the super majority voting requirement for removal of directors. 4, eliminate the super majority voting requirement for amending certain provisions of the amended and restated certificate of incorporation and 5, eliminate the super majority voting requirement for amending Teladoc's bylaws. Other than the amendment to increase the number of authorized shares of common stock, each amendment to Teladoc's amended and restated certificate of incorporation is conditioned upon approval of each other amendment by the stockholders. Proposal 2, the second matter to be acted upon by the stockholders is the election of directors to Teladoc's Board of Directors. If the proposal to declassify Teladoc's Board of Directors is passed, stockholders will elect 10 directors today to hold office until the 2018 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The names of the nominees are Mr. David B. Snow, Jr, Ms. Helen Darling, Doctor. William H. Frist, Mr. Michael Goldstein, Mr. Jason Gorevic, Mr. Thomas Mawhinney, Mr. Thomas G. McKinley, Mr. Arnik Moltani, Mr. Kenneth H. Paulus, Mr. David Shedlar. If the proposal to declassify Teladoc Board of Directors is not passed, stockholders will elect 3 Class II Directors to hold office until the 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The names of the nominees are Mr. Thomas Mawhinney, Mr. Thomas G. McKinley, Mr. Arnik Moltani. Proposal 3, the 3rd matter to be acted upon by the stockholders is approving the amendment and restatement of Teladoc's 2015 incentive award plan. Proposal 4, the 4th matter to be acted upon by the stockholders is the ratification of the appointment of Ernst and Young LLP as independent auditors of Teladoc for the year ending December 31, 2017. We will now pause for a brief interval to allow stockholders to vote or to change their votes through the virtual stockholder meeting website. I now declare the polls closed. I have been informed by the Inspector of Election that, 1, more than a majority of the shares of Teladoc stock entitled to vote at this meeting have been voted in favor of increasing the number of authorized shares of common stock. 2, more than 2 thirds of the shares of Teladoc's stock entitled to vote at this meeting have been voted in favor of each other element of proposal 1. 3, more than a plurality of the shares of common stock represented at this meeting, either in person or by proxy and voting on the matter, have been voted in favor of the election of each of the 10 nominees as a director and 4, more than a majority of votes have been cast in favor of Proposals 34. I hereby declare that Proposals 1, Jason, I move to adjourn the annual meeting of Teladoc Inc. Thanks, Adam. There being no other business to conduct at this meeting, the 2017 Teladoc Stockholders' Meeting stands adjourned.