8-K

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.

Exhibit No.	Description
99.1	Teladoc Health, Inc. press release, dated February 25, 2020.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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

EX-99.1

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

XML

Cover	Feb. 21, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 21, 2020
Entity File Number	001-37477
Entity Registrant Name	Teladoc Health, Inc.
Entity Central Index Key	0001477449
Entity Tax Identification Number	04-3705970
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2 Manhattanville Road
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	203
Local Phone Number	635-2002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TDOC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false