0001477449
false
0001477449
2020-02-20
2020-02-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) February 27, 2020 (February 21, 2020)
Teladoc Health, 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.)
Securities registered pursuant to Section 12(b) of
the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
|
Common Stock, par value $0.001 per share
|
|
TDOC
|
|
The New York Stock Exchange
|
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Effective February 21, 2020, the Board
of Directors (the “Board”) of Teladoc Health, Inc. (the “Company”) increased the number of directors on
the Board to twelve and appointed Catherine Jacobson as a director of the Company. Ms. Jacobson was additionally appointed to the
audit committee of the Board. The Board has determined that Ms. Jacobson is an independent director within the meaning of the New
York Stock Exchange listing standards and is an “audit committee financial expert” under Securities and Exchange Commission
and New York Stock Exchange rules.
There are no arrangements or understandings
between Ms. Jacobson and any other person pursuant to which she was selected as a director. There are no other transactions involving
the Company and Ms. Jacobson that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Ms. Jacobson will have the same director
indemnification arrangement as do the Company’s other directors, the form of agreement for which was filed with the SEC on
June 18, 2015 as Exhibit 10.7 to the Company’s Amendment No. 3 to Registration Statement on Form S-1. Ms. Jacobson will be
eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee
directors, as in effect from time to time.
Item
7.01. Regulation FD.
On February 25, 2020, the Company issued
a press release regarding the matter discussed in Item 5.02 of this Current Report. A copy of the press release is furnished herewith
as Exhibit 99.1.
The information furnished under this Item
7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
Item
8.01. Other Events.
The nominating and corporate governance
committee of the Board nominated for re-election to the Board at the Company’s annual meeting each of the Company’s
current directors, including Ms. Jacobson, other than Brian McAndrews and Arneek Multani. Messrs. McAndrews and Multani are expected
to finish their terms as directors immediately following the Company’s annual meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 HEALTH, INC.
|
|
|
|
|
|
Date:
|
February 27, 2020
|
By:
|
/s/ Adam C. Vandervoort
|
|
|
|
Name:
|
Adam C. Vandervoort
|
|
|
|
Title:
|
Chief Legal Officer and Secretary
|
Exhibit 99.1
Teladoc Health Appoints Health Care
System Leader Catherine Jacobson to Board of Directors
PURCHASE, NY, February 25, 2020 –Teladoc Health
(NYSE: TDOC), the global leader in virtual care, today announced the appointment of Catherine Jacobson to its board of directors.
President and CEO of Froedtert Health, a Milwaukee-based integrated delivery system, Jacobson has deep insight into the strategic
priorities of health systems, as well as proven leadership and financial acumen across a range of for-profit and not-for-profit
healthcare organizations.
“Cathy is a proven national healthcare leader who has
repeatedly helped build strong organizations with market-leading performance,” said Jason Gorevic, Teladoc Health CEO. “At
a time when virtual care is such a critical strategy for hospitals and health systems, we are pleased to welcome Cathy and benefit
from her vast experience in this area.”
“I am excited to join the Teladoc Health board at this
pivotal moment in the company’s growth,” said Jacobson. “Teladoc Health is dramatically transforming the delivery
of care and I’m proud to partner with them on this remarkable journey.”
Jacobson became president and CEO of Froedtert Health in 2012,
two years after joining the organization as executive vice president of finance and strategy, chief financial officer and chief
strategy officer. Before Froedtert Health, she spent 22 years at Rush University Medical Center in Chicago in various leadership
roles, leaving the corporation as chief financial officer, treasurer and SVP of finance and strategic planning, marketing and
communication.
A former board member and national chair of the Healthcare
Financial Management Association (HFMA), Jacobson is also an active member of the American College of Healthcare Executives and
Healthcare Institute, and previously served as chair of the board of the Wisconsin Hospital Association. In 2019, Modern Healthcare
recognized her as one of the 100 Most Influential People in Healthcare, while Junior Achievement of Wisconsin named Jacobson
its 2018 Distinguished Executive of the Year, inducting her into the Wisconsin Business Hall of Fame. She also was recently awarded
the honorary degree of Doctor of Healthcare Leadership from the University of Wisconsin-Milwaukee.
For more information, visit www.teladochealth.com.
About Teladoc Health
A mission-driven organization,
Teladoc Health, Inc., is successfully transforming how people access and experience healthcare, with a focus on high quality,
lower costs, and improved outcomes around the world. Ranked #1 among direct-to-consumer telehealth providers in the J.D.
Power 2019 U.S. Telehealth Satisfaction Study, the integrated services from Teladoc Health include telehealth,
expert medical services, AI and analytics, and licensable platform services. With more than 2,000 employees, the organization
delivers care in 130 countries and more than 30 languages, partnering with employers, hospitals and health systems and insurers
to transform care delivery. For more information, please visit www.teladochealth.com or follow @TeladocHealth on
Twitter.
#
# #
Media Contacts:
Anthony Steel
Weber Shandwick
917-803-1990
asteel@webershandwick.com
Courtney McLeod
Director of Communications
914-265-6789
cmcleod@teladochealth.com