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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) May 21, 2026
___________________________________
Teladoc Health, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-37477
(Commission File Number)
04-3705970
(I.R.S. Employer Identification No.)
155 E 44th Street, Suite 1700
New York, NY 10017
(Address of principal executive offices and zip code)
(203) 635-2002
(Registrant's telephone number, including area code)
___________________________________
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.001 per share
TDOC
The New York Stock Exchange
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 5.07    Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Teladoc Health, Inc. (the “Company”) was held on May 21, 2026. 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 three proposals submitted to stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal 1 — 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 2027 Annual Meeting of Stockholders of the Company and until their respective successors have been duly elected and qualified. The voting results for each director nominee are set forth below.

Name
For
Against
Abstentions
Broker Non-Votes
Charles Divita, III
76,534,562
4,688,083
62,996
43,207,208
Sandra L. Fenwick
74,876,294
5,374,184
1,035,163
43,207,208
Catherine A. Jacobson
73,823,862
6,428,082
1,033,697
43,207,208
Kenneth H. Paulus
74,670,036
6,524,629
90,976
43,207,208
Susan R. Salka
76,279,272
4,840,123
166,246
43,207,208
David L. Shedlarz
74,640,078
5,608,770
1,036,793
43,207,208
Mark Douglas Smith, M.D., MBA
78,213,920
2,011,677
1,060,044
43,207,208
Michael S. Smith
76,313,738
4,883,881
88,022
43,207,208
David B. Snow, Jr.
67,368,308
12,899,237
1,018,096
43,207,208

Proposal 2 — 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
71,154,268
8,973,257
1,158,116
43,207,208

Proposal 3 — Ratifying the Appointment of the Independent Registered Public Accounting Firm

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, 2026. The voting results are set forth below.

For
Against
Abstentions
Broker Non-Votes
122,580,992
1,195,800
716,057
N/A




SIGNATURE

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.

Date: May 21, 2026
Teladoc Health, Inc.
By:
/s/ Adam C. Vandervoort
Name:
Adam C. Vandervoort
Title:
Chief Legal Officer and Secretary