Teladoc Health, Inc. Files Definitive Proxy Statement

Ticker: TDOC · Form: DEF 14A · Filed: Apr 9, 2024 · CIK: 1477449

Teladoc Health, Inc. DEF 14A Filing Summary
FieldDetail
CompanyTeladoc Health, Inc. (TDOC)
Form TypeDEF 14A
Filed DateApr 9, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$2.6B, $328M, $194M, $17M, $1.5B
Sentimentneutral

Sentiment: neutral

Topics: Teladoc Health, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>Teladoc Health, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and corporate governance matters.</b>

AI Summary

Teladoc Health, Inc. (TDOC) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. Teladoc Health, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 9, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 2 Manhattanville Road, Suite 203, Purchase, NY 10577. The filing includes data related to executive compensation, specifically equity awards granted. The SEC file number for this filing is 001-37477.

Why It Matters

For investors and stakeholders tracking Teladoc Health, Inc., this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines proposals to be voted on at the annual meeting, including executive compensation plans and director elections. Understanding the executive compensation details, such as equity awards, provides insight into management's incentives and the company's performance expectations.

Risk Assessment

Risk Level: — Teladoc Health, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, providing information to shareholders rather than announcing new financial results or strategic shifts.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Period covered by the filing)
  • 2024-04-09 — Filing Date (Date the DEF 14A was filed)
  • 001-37477 — SEC File Number (Company's SEC file number)

Key Players & Entities

  • Teladoc Health, Inc. (company) — Filer of the document
  • 2 Manhattanville Road, Suite 203, Purchase, NY 10577 (location) — Business and mailing address
  • 001-37477 (other) — SEC file number
  • 2024-04-09 (date) — Filing date
  • 2023-12-31 (date) — Fiscal year end

FAQ

When did Teladoc Health, Inc. file this DEF 14A?

Teladoc Health, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 9, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Teladoc Health, Inc. (TDOC).

Where can I read the original DEF 14A filing from Teladoc Health, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Teladoc Health, Inc..

What are the key takeaways from Teladoc Health, Inc.'s DEF 14A?

Teladoc Health, Inc. filed this DEF 14A on April 9, 2024. Key takeaways: Teladoc Health, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 9, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 2 Manhattanville Road, Suite 203, Purchase, NY 10577..

Is Teladoc Health, Inc. a risky investment based on this filing?

Based on this DEF 14A, Teladoc Health, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, providing information to shareholders rather than announcing new financial results or strategic shifts.

What should investors do after reading Teladoc Health, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions. The overall sentiment from this filing is neutral.

How does Teladoc Health, Inc. compare to its industry peers?

Teladoc Health operates in the telehealth and virtual care industry, providing remote healthcare services.

Are there regulatory concerns for Teladoc Health, Inc.?

The filing is a DEF 14A, a standard SEC filing required for companies soliciting proxies from shareholders for annual or special meetings.

Industry Context

Teladoc Health operates in the telehealth and virtual care industry, providing remote healthcare services.

Regulatory Implications

The filing is a DEF 14A, a standard SEC filing required for companies soliciting proxies from shareholders for annual or special meetings.

What Investors Should Do

  1. Review the detailed executive compensation tables and the rationale behind compensation decisions.
  2. Understand the proposals being put forth for shareholder vote, including director nominations and any amendments to corporate governance.
  3. Assess the company's performance metrics as presented in the context of executive compensation and future outlook.

Key Dates

  • 2024-04-09: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2023-12-31: Fiscal Year End — The reporting period for the financial information discussed in the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for shareholder meetings and does not represent a change from previous filings of this type.

Filing Stats: 4,314 words · 17 min read · ~14 pages · Grade level 18.4 · Accepted 2024-04-09 16:05:42

Key Financial Figures

  • $2.6B — ights Executing our 2023 priorities: $2.6B $328M (1) $194M (1) Revenue growth o
  • $328M — Executing our 2023 priorities: $2.6B $328M (1) $194M (1) Revenue growth of 8%
  • $194M — our 2023 priorities: $2.6B $328M (1) $194M (1) Revenue growth of 8% Adjusted EB
  • $17M — growth of 33% Free cash flow, up from $17M $1.5B $1.1B 1.2M U.S. integrated
  • $1.5B — of 33% Free cash flow, up from $17M $1.5B $1.1B 1.2M U.S. integrated care rev
  • $1.1B — Free cash flow, up from $17M $1.5B $1.1B 1.2M U.S. integrated care revenue, u

Filing Documents

Executive compensation

Executive compensation 27 Proposal 2 FOR Advisory vote on executive compensation 27 Executive Officers 28 Compensation Discussion and Analysis 34 Named Executive Officers and Overview 35 202 3 Performance and Company Highlights 35 Compensation Philosophy and Objectives 36 Total 2023 T arget C ompensation M ix 36 Stockholder Outreach and "Say-on-Pay" Advisory Vote 37 Determination of Compensation 38 Elements of Compensation 39 Employment Agreements 45 Tax Implications 46 Accounting Considerations 46 Compensation Policies and Practices 47 Compensation Committee Report 47 Compensation t ables 48 202 3 Summary Compensation Table 48 202 3 Grants of Plan-Based Awards Table 49 202 3 Outstanding Equity Awards at Fiscal Year- End Table 51 202 3 Option Exercises and Stock Vested Table 53 202 3 Pension Benefits 53 202 3 Non qualified Deferred Compensation 53 Potential Payments Upon Termination or Change in Control 53 CEO Pay Ratio 61 Compensation Risk Assessment 61 Equity Compensation Plan Information 62 Pay Versus Performance 64 Pay V ersus P erformance C ompensation A ctually P aid T able 64 Relationship B etween P ay and P erformance 66 Proposal 3 1 YEAR A dvisory v ote on f requency of f uture a dvisory v otes a pproving e xecutive c ompensation of Teladoc Health's n amed e xecutive o fficers 69 Vote Required and Board of Directors' Recommendation 69 Audit m atters 70 Proposal 4 FOR Ratification of the appointment of the independent registered public accounting firm 70 Audit and Non-Audit Fees 71 Audit Committee Report 72 Stock o wnership m atters 73 Securities Ownership of Certain Beneficial Owners and Management 73 Directors and Executive Officers 73 Significant Stockholders 74 Information about the annual meeting and voting 75 Additional information 81 Other Matters 81 Interests of Certain Persons in Matters to Be Acted on 81 Proxy S

Forward-Looking Statements

Forward-Looking Statements 82 Annex A - Reconciliation of n on-GAAP m easures 83 TABLE OF CONTENTS Proxy summary This summary contains highlights about Teladoc Health, Inc. ("Teladoc Health," the "Company" or "we") and its upcoming 2024 Annual Meeting of Stockholders (the "Annual Meeting"). This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire proxy statement carefully before voting. 2024 Annual meeting When Virtual meeting Record date Thursday, May 23, 2024 2:00 p.m. EDT www.virtualshareholdermeeting.com/TDOC2024 March 28, 2024 Voting matters Board recommendations For more information, see page 1 Election of eight director nominees FOR each nominee 10 2 Advisory vote to approve executive compensation (Say- on- Pay) FOR 27 3 Advisory vote to approve the frequency of future advisory votes on the compensation of Teladoc Health's named executive officers 1 YEAR 69 4 Ratification of the selection of Ernst & Young LLP as independent auditors for 2024 FOR 70 2024 Proxy Statement Teladoc Health 1 TABLE OF CONTENTS Proxy summary 2023 Performance and company highlights Executing our 2023 priorities: $2.6B $328M (1) $194M (1) Revenue growth of 8% Adjusted EBITDA growth of 33% Free cash flow, up from $17M $1.5B $1.1B 1.2M U.S. integrated care revenue, up 7% BetterHelp revenue, up 11% Chronic care program enrollment, up 14% (1) For a full reconciliation of (i) net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA and (ii) net cash provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow, please see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Consolidated Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 2 Teladoc Health 2024 Pro

Executive compensation highlights

Executive compensation highlights Our Compensation Committee has designed our executive compensation program in alignment with our key strategic priorities and commitment to aligning executive pay with corporate performance and stockholder interests. Accordingly, long-term incentives in the form of stock awards make up the significant majority of our named executive officers' total target compensation such that their pay outcomes are directly linked to our stockholders' experience. Total 2023 target compensation mix CEO Average of other NEOs Consideration of say-on-pay advisory vote While the most recent Say-on-Pay vote indicates significant stockholder support of the philosophy, strategy and objectives of our executive compensation programs, the Compensation Committee recognizes the relative year over year decline in support and intends to seek to further align executive compensation with stockholder interests. Following the annual review of our executive compensation philosophy by our Compensation Committee, as well as our most recent Say-on-Pay results and engagement with stockholders, our overall approach to executive compensation will not change. However, we have adjusted our compensation program in response to stockholder feedback by further emphasizing long-term performance periods for performance-based restricted stock units and altering our 2024 equity grant practices to reduce our burn rate. The Compensation Committee will continue to monitor stockholder feedback, including the results of the annual Say-on-Pay vote, in making future decisions affecting our compensation programs. SIGNIFICANT STOCKHOLDER APPROVAL OF SAY-ON-PAY OVER LAST 3 YEARS 2021 – 87.2% 2022 – 91.6% 2023 – 81.9% 2024 Proxy Statement Teladoc Health 9 TABLE OF CONTENTS Corporate governance and board matters Proposal 1 Election of directors Our Certificate of Incorporation and our Bylaws provide that the number of our directors shall be fixed from time to time by

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