UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) June 1, 2018 (May 31, 2018)

 

Teladoc, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-37477

 

04-3705970

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

2 Manhattanville Road, Suite 203
Purchase, New York

 

10577

(Address of principal executive offices)

 

(Zip Code)

 

(203) 635-2002

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                                              o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 



 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders (the “Annual Meeting”) of Teladoc, Inc. (the “Company”) was held on May 31, 2018. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each of the five proposals submitted to stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

 

Proposal 1 — Approval of Amendment to the Certificate of Incorporation

 

The stockholders of the Company approved an amendment to the Company’s certificate of incorporation (the “Certificate”) to increase the total authorized shares of common stock from 100,000,000 shares to 150,000,000 shares. The certificate of amendment of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The voting results are set forth below.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

55,191,290

 

536,738

 

113,032

 

N/A

 

Proposal 2 — Election of Directors

 

The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the 2019 annual meeting of stockholders of the Company. The voting results for each director nominee are set forth below.

 

Name

 

For

 

Withheld

 

Broker Non-Votes

Helen Darling

 

49,527,602

 

463,016

 

5,850,442

William H. Frist, M.D.

 

49,470,850

 

519,768

 

5,850,442

Michael Goldstein

 

48,868,251

 

1,122,367

 

5,850,442

Jason Gorevic

 

49,874,147

 

116,471

 

5,850,442

Brian McAndrews

 

49,659,448

 

331,170

 

5,850,442

Thomas G. McKinley

 

49,299,020

 

691,598

 

5,850,442

Arneek Multani

 

49,522,423

 

468,195

 

5,850,442

Kenneth H. Paulus

 

49,142,663

 

847,955

 

5,850,442

David Shedlarz

 

49,520,089

 

470,529

 

5,850,442

David B. Snow, Jr.

 

49,194,685

 

795,933

 

5,850,442

 

Proposal 3 — Advisory Vote Approving the Compensation of the Company’s Named Executive Officers

 

The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The voting results are set forth below.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

42,143,382

 

6,978,258

 

868,978

 

5,850,442

 

Proposal 4 — Advisory Vote on Frequency of Future Advisory Votes Approving Executive Compensation of the Company’s Named Executive Officers

 

The stockholders of the Company approved, on an advisory basis, the frequency of one year for future advisory votes on executive compensation. The voting results for each frequency are set forth below.

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

47,902,606

 

915,332

 

1,098,561

 

74,119

 

5,850,442

 

Proposal 5 — Ratifying the Appointment of the Independent Registered Public Accounting Firm

 

2



 

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results are set forth below.

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

55,509,858

 

182,633

 

148,569

 

N/A

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment of Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TELADOC, INC.

 

 

 

Date: June 1, 2018

By:

/s/ Adam C. Vandervoort

 

 

Name:

Adam C. Vandervoort

 

 

Title:

Chief Legal Officer and Secretary

 

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