ASM 2020

May 28, 2020

Welcome to the Teladoc Health's 2020 Annual Meeting. My name is Simon, and I'll be your operator at this time. All participants are on listen only mode. I would like to turn the conference over to Jason Gorbeck. You may begin. Thank you, Simon. Good afternoon, and welcome to Teladoc Health's 2020 Annual Meeting of Stockholders. It's now 2 p. M. Eastern Time. My name is Jason Gorevic, and I'm Chief Executive Officer and a Director of Teladoc Health. I will serve as Chairman of today's meeting and Adam Vanderboerdt, 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 the 2020 Annual Meeting to order and turn the meeting over to Adam. Thanks, Jason. I present to the meeting a notice of meeting dated April 14, 2020, a proxy statement and an affidavit attesting that the same were mailed beginning on April 14, 2020 to stockholders of record as of April 3, 2020. I also present to the meeting an alphabetical list of all of the stockholders of record as of April 3, 2020, 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 the adjournment thereof 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 outstanding shares of common stock of Teladoc Health 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 and the certificate that he will deliver later today. Since, as indicated by the preliminary count, a majority of the outstanding shares of common stock of Teladoc Health is represented at the 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 no motions or seconds will be required. I now declare the polls open to vote on the 3 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 stockholder meeting website. Proposal 1. The first matter to be acted upon by the stockholders is the election of directors to Teladoc Health's Board of Directors. The names of the nominees are Mr. David B. Snow, Jr, Ms. Helen Darling, Doctor. William H. Frist, Mr. Michael Goldstein, Mr. Jason Gorevic, Ms. Catherine A. Jacobsen, Mr. Thomas G. McKinley, Mr. Kenneth H. Paulus, Mr. David Schedlars, Doctor. Mark D. Smith. Proposal 2. 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. Proposal 3, the 3rd matter to be acted upon by the stockholders is the ratification of the appointment of Ernst and Young LLP as independent auditors of Teladoc Health for the year ending December 31, 2020. We will now pause for a brief interval to allow stockholders to vote or 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 more than a plurality of the shares of common stock represented at this meeting either in person or by proxy have been voted in favor of the election of each of the 10 nominees as a Director and more than a majority of the votes have been cast in favor of proposals 23. I hereby declare that proposals 23 have been approved and ratified by the stockholders and that each of the 10 nominees for Director has been elected. Jason, I move to adjourn the annual meeting of Teladoc Health Inc. Thanks, Adam. There being no other business to conduct at this meeting, the 2020 Teladoc Health Stockholders Meeting stands adjourned.