ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
As previously disclosed in a Current Report on Form 8-K filed on September 8,
2022, Charles Berg, a member of the Board of Directors (the "Board") of
Talkspace, Inc. (the "Company"), resigned as director of the Company effective
as of the 2022 Annual Meeting of Stockholders of the Company. Mr. Berg had been
a member of the Board since June 2021. Mr. Berg's resignation was not a result
of any disagreement with the Company or any matter relating to its operations,
policies or practices.
On September 15, 2022, after recommendation by the Nominating and Corporate
Governance Committee of the Board, the Board appointed Mr. Michael Hansen, as a
Class II director, effective immediately, to fill the vacancy created by Mr.
Berg's resignation. Mr. Hansen will stand for reelection as a Class II director
at the Company's 2023 annual meeting of stockholders. Mr. Hansen was also
appointed to serve as a member of the Audit Committee and the Compensation
Committee of the Board.
Mr. Hansen is Chief Executive Officer of Cengage Group, a global edtech company
providing affordable, quality digital products and services that enable student
choice. Mr. Hansen has deep experience leading organizations through digital
transformation. Under his leadership, the more than 100-year-old Cengage has
transformed from a traditional print publisher into an education technology
company advancing learning through quality digital experiences. Prior to joining
Cengage Group, Mr. served in the CEO position in a variety of large media and
information services companies. Earlier in his career, Mr. Hansen was the lead
partner and Chairman of the digital convergence practice at the Boston
Consulting Group. He was named one of Fast Company's Most Creative People in
Business (2020) for his leadership tackling higher education affordability with
the launch of Cengage Unlimited, the first all-access subscription platform for
the course materials market. He's twice been recognized as a top CEO by
Glassdoor (2018 and 2019). Mr. Hansen is currently a member of the Business
Advisory Council for ProPublica, an independent non-profit producer of
investigative journalism. Mr. Hansen earned a Master of Law degree from the
University of Bonn and a Master of Business Administration degree from Columbia
University.
Mr. Hansen will receive the Company's standard compensation for non-employee
directors in accordance with the Company's Director Compensation Policy, as
described in the Company's proxy statement on Schedule 14Afiled with the
Securities and Exchange Commission on August 4, 2022. Mr. Hansen will execute an
indemnification agreement consistent with the Company's standard form of
indemnification agreement, filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 2021.
There is no arrangement or understanding between Mr. Hansen and any other
persons pursuant to which Mr. Hansen was appointed as a director, and, other
than as set forth above, Mr. Hansen has no direct or indirect material interest
in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the 2022 Annual Meeting of Stockholders of Talkspace, Inc. (the "Company"),
held on September 15, 2022, the Company's stockholders voted on proposals to:
(i) elect directors to the Board of Directors of the Company (the "Board"), (ii)
ratify the appointment of Kost, Forer, Gabby & Kasierer, a member of Ernst &
Young Global as the Company's independent auditors for the fiscal year 2022,
(iii) to approve, on an advisory basis, the frequency of future advisory votes
to approve the compensation of the Company's named executive officers, and (iv)
to approve, on an advisory basis, the compensation of the Company's named
executive officers. The voting results are as follows:
A. Election of Directors
All nominees for election to the Board were elected for a term that will
continue until the 2025 Annual Meeting of Stockholders or until their respective
successors shall have been duly elected and qualified.
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The nominees for the Company's Class I Directors were elected as follows:
Name For Withheld Abstain Broker Non-Votes
Jon Cohen 53,179,970 3,729,564 - 35,725,382
Erez Schachar 48,991,180 7,918,354 - 35,725,382
Madhu Pawar 49,032,044 7,877,490 - 35,725,382
B. Ratification of the audit committee's selection of Kost, Forer, Gabby &
Kasierer, a member of Ernst & Young Global as the Company's independent
auditors for the fiscal year 2022.
The selection of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global
was ratified as follows:
For Against Abstain Broker Non-Votes
92,316,210 78,117 240,589 -
C. Say-On-Frequency Vote
The Company's stockholders voted, on a non-binding, advisory basis, for the
Company to conduct an annual stockholder advisory vote on the compensation of
the Company's named executive officers, based on the following votes:
1 Year 2 Years 3 Years Abstain Broker Non-Votes
55,620,349 22,568 125,604 1,141,013 35,725,382
The Company has considered the outcome of this advisory vote and has determined,
as was recommended with respect to this proposal by the Board in the proxy
statement for the 2022 Annual Meeting, that the Company will hold future say on
pay votes on an annual basis until the occurrence of the next advisory vote on
the frequency of say on pay votes. The next advisory vote regarding the
frequency of say on pay votes is required to occur no later than the Company's
2028 Annual Meeting of Stockholders.
D. Advisory Vote on Executive Compensation
The compensation of the named executive officers was approved, on an advisory
basis, as follows:
For Against Abstain Broker Non-Votes
52,261,485 3,574,117 1,073,932 35,725,382
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TALKSPACE, INC. 
