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) September 27, 2024
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(Exact name of registrant as specified in its charter)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2024, Michael Waters, Chief Operating Officer of Teladoc Health, Inc. (the “Company”), resigned with good reason under his executive employment agreement with the Company in connection with a change in the Company's executive reporting structure. Mr. Waters' resignation is effective on the close of business on December 31, 2024 (the “Separation Date”). The Company thanks Mr. Waters for his service.
In connection with Mr. Waters's resignation, the Company agreed to pay to Mr. Waters (i) nine months of continued base salary, (ii) up to nine months of premiums for continued medical, dental or vision coverage pursuant to COBRA, (iii) any earned but unpaid annual bonus in respect of 2024, and (iv) accelerated vesting of all time-based equity awards granted to Mr. Waters prior to the Separation Date, which are unvested as of the Separation Date and are scheduled to vest in the nine months following the Separation Date, and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent the performance conditions are satisfied during that nine-month period. All of the foregoing is in consideration of Mr. Waters’s agreement to (i) remain an employee of the Company through the Separation Date, (ii) execute and not revoke a separation and release agreement, which will include, inter alia, a release of claims in favor of the Company, and (iii) not materially breach 9-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: October 1, 2024
Teladoc Health, Inc. | |||||
By: | /s/ Adam C. Vandervoort | ||||
Name: | Adam C. Vandervoort | ||||
Title: | Chief Legal Officer and Secretary | ||||