American Well (AMWL) Proxy filing summary

Voting matters and shareholder proposals

• Election of two Class III directors, Dr. Ido Schoenberg and Dr. Roy Schoenberg, to serve until the 2029 annual meeting is proposed, with board recommendation to vote in favor.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, is recommended for approval.

• Advisory approval of executive compensation for named executive officers, as detailed in the proxy statement, is recommended by the board.

Board of directors and corporate governance

• Two Class III directors are up for election to serve three-year terms, continuing the staggered board structure.

Executive compensation and say-on-pay

• Shareholders are asked to approve, on an advisory basis, the compensation of named executive officers as disclosed in the proxy statement.