Teladoc Health 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 9:00 am Pacific on June 2, 2023. Vote AGAINST Gorevic, Mckinley, Paulus, Snow, Pay, Stock Incentive; FOR Employee Stock, Auditor, Fair Elections #6. Join the meeting with your control number.
Teladoc Health, Inc. provides virtual healthcare services in the United States and internationally. The Integrated Care segment offers virtual medical services, including general medical, expert medical, specialty medical, chronic condition management, and mental health, as well as enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment operates a mental health platform that provides online counseling and therapy services through websites, mobile applications, phones, and text-based interactions by licensed clinicians.
I voted with the Board’s recommendations 43% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) Teladoc Health 2023: ISS Rating
Teladoc Health, Inc.’s ISS Governance QualityScore as of May 1, 2023, is 2. The pillar scores are Audit: 4; Board: 2; Shareholder Rights: 1; Compensation: 6.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Teladoc Health 2023: How I Voted
| Item | Egan-Jones Recommendation | CorpGov.net Votes |
|---|---|---|
| 1A-1I – Election of Directors | For, Except Snow & Mckinley | Against: Gorevic, Mckinley, Paulus, Snow |
| 2 – Advisory Vote on Executive Compensation | Against | Against |
| 3 – Approval of the Teladoc Health Inc. 2023 Stock Incentive Plan | Against | Against |
| 4 – Approval of an Amendment to the Employee Stock Purchase Plan | For | For |
| 5 – Ratification of the Appointment of Independent Auditors | Against | For |
| 6 – Shareholder Proposal – Fair Elections | For | For |
Teldoc Health 2023 Votes Explained
E-J recommended against the pay packages as too high, Snow & Mckinley for being on the compensation committee. I voted against Gorevic, the CEO, because of the firm’s poor performance. Calvert voted against Paulus, who chairs the nominating committee but has failed to nominate a more ethnically diverse board; agreed. I voted for the employee stock purchase plan to incentivize and empower employees. EJ also recommends against auditors that have served longer than 7 years. Ernst & Young LLP has served 9 years. I’m not sure that is enough to jeopardize independence.
Of course, I voted for our proposal on Fair Elections, #6.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Teladoc Health 2023: My Fair Elections Proposal
This proposal is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies, including Teladoc Health, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years AND limits groups to 20 members.
That sets up a situation where proxy access can’t really be done without one of the Big Four fund families. They administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.
Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending and voting at annual meetings. Will the universal proxy rule go the way of so-called proxy access?
After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s nominees.
Teladoc’s opposition statement notes that its advance notice bylaws are subject to judicial review. Of course, but we all know going to court can be very expensive and time-consuming.
Most can agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.
All shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please. But, of course, higher votes do influence the board AND proxy advisors.
Your vote FOR this proposal can help us reach an agreement with Teladoc that protects shareholder rights, either before the next annual meeting or after an even higher vote next year based on a revised proposal that reflects agreements reached with other companies.
Please Vote FOR proposal Number 6.
Teladoc Health 2023: Other Recommendations
You might want to check how a few funds voted. Use our Shareowner Action Handbook.
Teladoc Health 2024: Mark Your Calendar
Stockholder proposals intended for inclusion in next year’s proxy statement under Rule 14a-8 of the Exchange Act should be sent to our principal executive offices and must be received no later than December 13, 2023. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.
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