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    American Well Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/17/25 4:57:19 PM ET
    $AMWL
    Business Services
    Consumer Discretionary
    Get the next $AMWL alert in real time by email
    8-K
    false000139358400013935842025-06-112025-06-11

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): June 11, 2025

     

     

    American Well Corporation

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Delaware

    001-39515

    20-5009396

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    75 State Street

    26th Floor

     

    Boston, Massachusetts

     

    02109

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: 617 204-3500

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    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:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Class A Common Stock, $0.01 Par Value

     

    AMWL

     

    New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    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 5.07 Submission of Matters to a Vote of Security Holders.

    The 2025 annual meeting of stockholders (the “Annual Meeting”) of American Well Corporation (the “Company”) was held on June 11, 2025. 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 three proposals submitted to stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

    Proposal 1 — Election of Directors

    The stockholders of the Company elected each of the following Class II director nominees proposed by the Company’s Board of Directors to serve until the 2028 annual meeting of stockholders of the Company or until their respective successors have been duly elected and qualified. The voting results for each director nominee are as follows:

     

    Name

    For

    Withheld

    Broker
    Non-Votes

    Mr. Stephen Schlegel

    18,018,064

     2,216,772

    2,540,700

    Dr. Delos (Toby) Cosgrove

    18,243,841

     1,990,995

    2,540,700

    Ms. Rivka Goldwasser

    18,210,793

     2,024,043

    2,540,700

     

     

    Proposal 2 — Ratifying the Appointment of the Independent Registered Public Accounting Firm

    The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results are as follows:

     

    For

     

    Withheld

    Broker
    Non-Votes

    22,756,163

     

    19,373

    -

     

     

    Proposal 3 — Advisory Vote on Named Executive Officer Compensation

    The stockholders of the Company approved, by a non-binding advisory vote, the compensation paid to the company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in the proxy statement. The voting results are as follows:

     

    For

    Withheld

    Broker
    Non-Votes

    19,633,851

     

    600,985

     

    2,540,700

     


    SIGNATURES

    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.

     

     

     

    AMERICAN WELL CORPORATION

     

     

     

     

    Date:

    June 17, 2025

    By:

    /s/ Anna Nesterova

     

     

     

    Anna Nesterova
    Head of Legal

     


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