American Well (AMWL) Proxy filing summary

Executive summary

• Achieved significant progress toward positive operating cash flow, targeting breakeven by end of 2026, with 2025 net loss reduced by over 55% to $(95.0) million and gross margin at 53%.

• Transitioned to a tech-enabled care platform, increasing subscription software revenues and operational efficiency.

• Key partnership with U.S. Defense Health Agency, deploying SaaS platform for Digital First initiatives.

• Divested non-core assets to focus on core platform, with continued support for legacy assets.

• AI integration and automation tools are central to future strategy, aiming to enhance outcomes and reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class III directors (Ido Schoenberg and Roy Schoenberg) for three-year terms, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, and (3) advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 8 members post-meeting, with staggered three-year terms and 78% independence.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board skills include healthcare, technology, M&A, governance, and financial expertise.

• Controlled company status: Co-founders hold 51% voting power via Class B shares but do not rely on NYSE governance exemptions.

• Code of ethics and corporate governance guidelines are published and regularly reviewed.