FALSE000147744900014774492023-11-082023-11-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) November 8, 2023
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Teladoc Health, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-37477
(Commission File Number)
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04-3705970
(I.R.S. Employer Identification Number)
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2 Manhattanville Road Suite 203
Purchase, NY 10577
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(Address of principal executive offices and zip code) |
(203) 635-2002 |
(Registrant's telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common stock, par value $0.001 per share |
TDOC |
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2023, Claus T. Jensen, PhD resigned as Chief Innovation Officer of Teladoc Health, Inc. (the “Company”), effective December 1, 2023 (the “Separation Date”).
In connection with Dr. Jensen’s resignation, the Company agreed to pay to Dr. Jensen (i) a cash separation payment in a gross amount equal to $743,750 (which is equivalent to six months of his current base salary and 75% of his target 2023 bonus), subject to applicable tax withholdings and lawful deductions, (ii) accelerated vesting of all time-based equity awards granted to Dr. Jensen prior to the Separation Date, which are unvested as of the Separation Date and are scheduled to vest on or prior to December 2, 2024, and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent the performance conditions are satisfied on or prior to December 31, 2023, and (iii) up to six months of premiums for continued medical, dental or vision coverage pursuant to COBRA. All of the foregoing is in consideration of Dr. Jensen’s agreement to execute and not revoke a separation and release agreement, which will include, inter alia, a release of claims in favor of the Company. Dr. Jensen will also be subject to certain restrictive covenants, including, but not limited to, 12-month post-termination non-compete and non-solicit obligations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2023
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Teladoc Health, Inc. |
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By: |
/s/ Adam C. Vandervoort |
Name: |
Adam C. Vandervoort |
Title: |
Chief Legal Officer and Secretary |
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