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

The annual meeting of stockholders (the "Annual Meeting") of Teladoc Health, Inc. (the "Company") was held on May 28, 2020. 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 director nominees proposed by the Company's Board of Directors to serve until the 2021 annual meeting of stockholders of the Company. The voting results for each director nominee are set forth below.





Name                         For          Withheld       Broker Non-Votes
Helen Darling              50,012,914       278,967             12,387,211
William H. Frist, M.D.     49,897,676       394,205             12,387,211
Michael Goldstein          49,507,656       784,225             12,387,211
Jason Gorevic              50,066,821       225,060             12,387,211
Catherine A. Jacobson      50,088,330       203,551             12,387,211
Thomas G. McKinley         49,455,062       836,819             12,387,211
Kenneth H. Paulus          49,595,749       696,132             12,387,211
David Shedlarz             49,378,083       913,798             12,387,211
Mark D. Smith, M.D.        49,744,660       547,221             12,387,211
David B. Snow, Jr.         49,578,371       713,510             12,387,211

Proposal 2 - Advisory Vote Approving the Compensation of the Company's Named Executive Officers

The stockholders of the Company approved, on an advisory basis, the compensation paid to the Company's named executive officers. The voting results are set forth below.





    For            Against        Abstentions        Broker Non-Votes
  42,163,371       7,878,639           249,871              12,387,211

Proposal 3 - Ratifying the Appointment of the Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results are set forth below.





    For           Against       Abstentions      Broker Non-Votes
  62,036,962       175,621           466,509                   N/A

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