UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, District of Columbia 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 22, 2016

 

 

Teladoc, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

(203) 635-2002

(Registrant’s telephone number, including area code)

 

Not applicable

(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)).

 

 

 

 

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

 

On June 22, 2016, the Board of Directors (the “Board”) of Teladoc, Inc. (the “Company”) increased the number of directors on the Board to eleven and appointed Helen Darling as a director of the Company.  Ms. Darling was appointed as a Class III director with a term expiring at the Company’s 2018 annual meeting of stockholders.  Ms. Darling will serve on the Board’s Quality of Care and Patient Safety Committee.  The Board has determined that Ms. Darling is an independent director within the meaning of the New York Stock Exchange listing standards.

 

There are no arrangements or understandings between Ms. Darling and any other person pursuant to which she was selected as a director.  There are no other transactions involving the Company and Ms. Darling that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

Ms. Darling will have the same director indemnification arrangement as do the Company’s other directors, the form of agreement for which was filed with the SEC on June 18, 2015 as Exhibit 10.7 to the Company’s Amendment No. 3 to Registration Statement on Form S-1.  Ms. Darling will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors, as in effect from time to time.

 

Item 7.01.            Regulation FD.

 

On June 27, 2016, the Company issued a press release regarding the matter discussed in Item 5.02 of this Current Report.  A copy of the press release is furnished herewith as Exhibit 99.1. 

 

The information furnished under this Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)              Exhibits.

 

 

      * Furnished herewith.

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.

 

 

 

 

INDEX TO EXHIBITS

 

 

      * Furnished herewith.