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 |
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001-37477 |
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04-3705970 |
(State or other jurisdiction
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(Commission
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(IRS Employer
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2 Manhattanville Road, Suite 203
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10577 |
(Address of principal executive offices) |
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(Zip Code) |
(203) 635-2002
Registrants 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 Companys 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 |
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Against |
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Abstentions |
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Broker Non-Votes |
55,191,290 |
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536,738 |
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113,032 |
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N/A |
Proposal 2 Election of Directors
The stockholders of the Company elected each of the following director nominees proposed by the Companys 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 |
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For |
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Withheld |
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Broker Non-Votes |
Helen Darling |
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49,527,602 |
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463,016 |
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5,850,442 |
William H. Frist, M.D. |
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49,470,850 |
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519,768 |
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5,850,442 |
Michael Goldstein |
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48,868,251 |
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1,122,367 |
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5,850,442 |
Jason Gorevic |
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49,874,147 |
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116,471 |
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5,850,442 |
Brian McAndrews |
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49,659,448 |
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331,170 |
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5,850,442 |
Thomas G. McKinley |
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49,299,020 |
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691,598 |
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5,850,442 |
Arneek Multani |
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49,522,423 |
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468,195 |
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5,850,442 |
Kenneth H. Paulus |
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49,142,663 |
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847,955 |
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5,850,442 |
David Shedlarz |
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49,520,089 |
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470,529 |
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5,850,442 |
David B. Snow, Jr. |
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49,194,685 |
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795,933 |
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5,850,442 |
Proposal 3 Advisory Vote Approving the Compensation of the Companys Named Executive Officers
The stockholders of the Company approved, on an advisory basis, the compensation paid to the Companys named executive officers. The voting results are set forth below.
For |
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Against |
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Abstentions |
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Broker Non-Votes |
42,143,382 |
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6,978,258 |
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868,978 |
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5,850,442 |
Proposal 4 Advisory Vote on Frequency of Future Advisory Votes Approving Executive Compensation of the Companys 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 |
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Two Years |
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Three Years |
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Abstentions |
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Broker Non-Votes |
47,902,606 |
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915,332 |
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1,098,561 |
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74,119 |
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5,850,442 |
Proposal 5 Ratifying the Appointment of the Independent Registered Public Accounting Firm
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results are set forth below.
For |
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Against |
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Abstentions |
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Broker Non-Votes |
55,509,858 |
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182,633 |
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148,569 |
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N/A |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc. |
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.
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TELADOC, INC. |
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Date: June 1, 2018 |
By: |
/s/ Adam C. Vandervoort |
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Name: |
Adam C. Vandervoort |
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Title: |
Chief Legal Officer and Secretary |
CERTIFICATE OF AMENDMENT
OF THE
SIXTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TELADOC, INC.
Teladoc, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), certifies that:
1. The name of the Corporation is Teladoc, Inc. The Corporations original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 16, 2008. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 19, 2009. A Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 25, 2011. A Third Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 29, 2013. A Fourth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 9, 2014. A Fifth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 6, 2015. A Sixth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 25, 2017.
2. The Board of Directors of the Corporation duly adopted a resolution proposing to amend the Sixth Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which proposed amendment is as follows:
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 151,000,000 shares, consisting of (a) 150,000,000 shares of Common Stock, $0.001 par value per share ( Common Stock ), and (b) 1,000,000 shares of Preferred Stock, $0.001 par value per share ( Preferred Stock ).
3. The foregoing amendment was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. That the foregoing amendment shall be effective as of May 31, 2018.
IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed by a duly authorized officer on May 31, 2018.
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TELADOC, INC. |
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By: |
/s/ Adam C. Vandervoort |
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Name: |
Adam C. Vandervoort |
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Date: |
May 31, 2018 |
[ Signature Page to Certificate of Amendment ]