ASM 2021

May 17, 2021

Good afternoon, and welcome to Telenoc Health's 2021 Annual Meeting of Stockholders. It is now 2 o'clock p. M. Eastern Time. My name is Jason Gorevic, and I'm Chief Executive Officer and the Director of Teladoc Health. I will serve as Chairman of today's meeting and Adam Vandervoort, 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 2021 Annual Meeting of Stockholders to order and turn the meeting over to Adam. Thanks, Jason, 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 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 2021 Annual Meeting of Stockholders, including a proxy statement and a proxy card, were mailed on or about April 7, 2021, by Broadridge Financial Solutions To all stockholders of record as of March 23, 2021. 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 of more than a majority of the outstanding shares of common of Teladoc Health Inc. 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 after the meeting. 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 declare the poll is 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 shareholder meeting website. Proposal 1. The first matter to be acted upon by the stockholders is the election of directors Teladoc Health's Board of Directors to serve for a 1 year term expiring at Teladoc Health's 2022 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The nominees are Mr. Christopher Bischoff, Ms. Karen L. Daniel, Ms. Sandra L. Fenwick, Doctor. William H. Frist, Mr. Jason Gorevic, Ms. Catherine A. Jacobsen, Mr. Thomas G. McKinley, Mr. Kenneth H. Paulus, Mr. David Shedlar, Doctor. Mark D. Smith, Mr. David B. Snow, Jr. 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. 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, 2021. 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, 1, More than a majority of the votes cast at this meeting, either in person or by proxy, have been voted in favor of each of the 11 nominees as a Director and 2, more than a majority of the votes cast at this meeting either in person or by proxy have been voted in favor of Proposals 23. I hereby declare that each of the 11 nominees for Director has been elected and that Proposals 23 have been approved and ratified by the stockholders. We will report the final vote results in a Form 8 ks to be filed within 4 business days of this meeting. We have received at least one question from stockholders. Any question received is being tabled and in order to enable full and considered disclosure, we will post the question and the answer thereto to the Investor Relations portion of our website as soon as practicable. Jason, I move to adjourn the Annual Meeting of Teladoc Health, Thanks, Adam. There being no other business to conduct at this meeting, Teladoc Health's 2021 Annual Meeting of Stockholders stands adjourned.