Good afternoon, and welcome to Teladoc Health's 2026 Annual Meeting of Stockholders. It is now 2:00 P.M. Eastern Time. My name is Chuck Divita, and I am Chief Executive Officer and a 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 2026 Annual Meeting of Stockholders to order and turn the meeting over to Adam.
Thanks, Chuck, and good afternoon. Please note that this meeting is being recorded. No one attending via webcast or telephone is permitted to use any video, audio, or other similar recording device. 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 the 2026 Annual Meeting of Stockholders, including the notice of meeting, a proxy statement, and a proxy card, were mailed or otherwise distributed on or about April 7th, 2026, by Broadridge Financial Solutions to all stockholders of record as of March 26th, 2026.
Jim Raitt of American Election Services is Inspector of Election for this meeting and any 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 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 three 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 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The nominees are Mr. Charles Divita III, Ms. Sandra L. Fenwick, Ms. Catherine A. Jacobson, Mr. Kenneth H. Paulus, Ms. Susan R. Salka, Mr. David L. Shedlarz, Dr. Mark D. Smith, Mr. Michael S. Smith, 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 three, the third 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 31st, 2026. We will now pause for a brief interval to allow stockholders to comment or ask any question regarding the matters being voted on and to vote or change their votes through the virtual stockholder meeting website. If you have any comment or question regarding the matters to be voted on, please submit it 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 question 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 applicable. 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 nine nominees as a director, and two, 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 three. I hereby declare that each of the nine nominees for director has been elected and that proposals two and three have been approved and ratified by the stockholders.
We will report the final vote results in a Form 8-K to be filed within four business days of the meeting. Chuck, I move to adjourn the annual meeting of Teladoc Health, Inc.
Thanks, Adam. There being no other business to conduct at this meeting, Teladoc Health's 2026 Annual Meeting of Stockholders stands adjourned.
That concludes our meeting today. You may now disconnect.