Teladoc Health (TDOC) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 21, 2026, with a record date of March 26, 2026.

• Key 2025 performance highlights include $2.5B in revenue, $281M adjusted EBITDA (11.1% margin), $781M cash, and 101.8M U.S. integrated care members (up 9%).

• The company received multiple industry recognitions for trust and innovation in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, an advisory say-on-pay vote, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting between January 21 and February 20, 2027.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; three are women.

• Two new independent directors joined in 2026, representing 25% refreshment.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Quality of Care and Patient Safety, and Executive.

• Annual director self-evaluation and majority voting standard in uncontested elections.

• Stockholder rights include proxy access and ability to call special meetings.