Talkspace (TALK) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for May 29, 2026, to vote on a proposed merger with Universal Health Services, Inc. (UHS), where stockholders will receive $5.25 per share in cash if the merger is approved and consummated.

• The board of directors unanimously recommends voting in favor of the merger, the advisory compensation proposal for executive officers, and the adjournment proposal if more time is needed to solicit votes.

• The merger agreement was reached after a comprehensive strategic review, including outreach to over 75 potential counterparties and receipt of multiple bids, with UHS ultimately offering the highest price.

• If approved, the company will become a wholly owned subsidiary of UHS, its shares will be delisted from NASDAQ, and it will cease to be a public reporting company.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of compensation for named executive officers in connection with the merger, and (3) adjournment of the meeting if necessary to solicit additional proxies.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstention has the same effect as a vote against.

• Voting agreements have been executed by major shareholders representing over 14% of voting power, committing to vote in favor of the merger.

Board of directors and corporate governance

• The board formed a transaction committee of independent directors to oversee the strategic review and negotiation process.

• The board unanimously determined the merger is fair and in the best interests of stockholders, and recommends approval.

• Directors and executive officers collectively own approximately 23% of outstanding shares.