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

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Teladoc Health, Inc. (the "Company") was held on May 17, 2021. 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 2022 Annual Meeting of Stockholders of the Company and until their respective successors have been duly elected and qualified. The voting results for each director nominee are set forth below.





                                                                     Broker
          Name                For        Against     Abstentions   Non-Votes
Christopher Bischoff       82,825,350      500,929       234,103   32,668,574
Karen L. Daniel            83,240,619      113,317       206,446   32,668,574
Sandra L. Fenwick          83,135,410      218,261       206,711   32,668,574
William H. Frist, M.D.     71,920,397   11,433,694       206,291   32,668,574
Jason Gorevic              82,962,568      367,713       230,101   32,668,574
Catherine A. Jacobson      83,243,444      114,604       202,334   32,668,574
Thomas G. McKinley         76,098,033    7,221,841       240,508   32,668,574
Kenneth H. Paulus          82,000,283    1,327,335       232,764   32,668,574
David Shedlarz             82,901,755      423,433       235,194   32,668,574
Mark Douglas Smith, M.D.   83,016,872      333,621       209,889   32,668,574
David B. Snow, Jr.         82,285,515    1,043,542       231,325   32,668,574

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
72,534,520   10,671,743     354,119        32,668,574

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, 2021. The voting results are set forth below.

For Against Abstentions Broker Non-Votes 115,073,626 389,957 765,373

           N/A

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