Teladoc,Inc. (NYSE:TDOC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

The Board of Directors (the Board) of Teladoc,Inc. (the Company)
previously approved, and at the Annual Meeting the stockholders
of the Company approved, an amendment and restatement of the
Companys 2015 Incentive Award Plan (the Incentive Award Plan and,
as amended and restated, the Restated Plan) to, among other
things, increase the number of shares the Company is authorized
to issue under the Incentive Award Plan by 800,000. The Restated
Plan also amends the automatic refresh provision of the Incentive
Award Plan such that, commencing on January1, 2018, and on each
January1 thereafter ending on and including January1, 2021, the
aggregate number of shares available for issuance under the
Restated Plan will be increased by a number of shares equal to
the lesser of: (a)5% of the Companys shares of common stock
outstanding on the final day of the immediately preceding
calendar year; and (b)such smaller number of shares of common
stock as is determined by the Board. The foregoing description of
the Restated Plan is qualified in its entirety by reference to
the text of the Restated Plan, which is attached hereto as
Exhibit10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

The annual meeting of stockholders of the Company (the Annual
Meeting) was held on May25, 2017. The Company previously filed
with the Securities and Exchange Commission a definitive proxy
statement and related materials pertaining to the Annual Meeting,
which describe in detail each of the four proposals submitted to
stockholders at the Annual Meeting. The final results for the
votes regarding each proposal are set forth below.

Proposal 1 Approval of Amendments to the Certificate Of
Incorporation

At the Annual Meeting, stockholders of the Company approved
amendments to the Companys certificate of incorporation (the
Certificate) to (a)increase the total authorized shares of common
stock from 75,000,000 shares to 100,000,000 shares; (b)eliminate
the classified structure of the Board; (c)eliminate the
supermajority voting requirement for stockholders to remove a
director from office and replace it with a majority vote
requirement; (d)eliminate the supermajority voting requirement
for amendments to certain provisions of the Certificate and
replace it with a majority vote requirement; and (e)eliminate the
supermajority voting requirement for the amendment of the
Companys bylaws and replace it with a majority vote requirement.
The Sixth Amended and Restated Certificate of Incorporation of
the Company and Second Amended and Restated Bylaws of the Company
(reflecting corresponding changes to the Certificate) are
attached hereto as Exhibit3.1 and Exhibit3.2, respectively, and
are incorporated herein by reference. The voting results for each
subproposal are set forth below.

Subproposal 1(a) Increase Number of Shares of Authorized
Common Stock

Subproposal 1(b) Declassify the Board of Directors

Subproposal 1(c) Eliminate Supermajority Voting Requirement
for Removal of Directors

Subproposal 1(d) Eliminate Supermajority Voting Requirement
for Amendment of Certain Provisions of Our Certificate

About Teladoc, Inc. (NYSE:TDOC)

Teladoc, Inc. is a telehealth company. The Company offers telehealth platform, delivering on-demand healthcare anytime, anywhere, through mobile devices, the Internet, video and phone. The Company’s solution connects its Members, with its over 3,000 board certified physicians and behavioral health professionals treating a range of conditions and cases from acute diagnoses, such as upper respiratory infection, urinary tract infection and sinusitis to dermatological conditions, anxiety and smoking cessation. As of December 31, 2016, it served over 7,500 employers, health plans, health systems and other entities. As of December 31, 2016, these clients collectively purchased access to its solution for more than 17.5 million Members. As of December 31, 2016, it had over 30 health plans as Clients. Its solutions consist of an integrated technology platform, Provider network, consumer engagement strategies and entrenched distribution channels.

Teladoc, Inc. (NYSE:TDOC) Recent Trading Information

Teladoc, Inc. (NYSE:TDOC) closed its last trading session up +1.00 at 30.60 with 376,080 shares trading hands.