Teladoc Health Inc | Report diversity information on Board members at Teladoc Health Inc

Status
Omitted
Previous AGM date
Resolution details
Company ticker
TDOC
Resolution ask
Report on or disclose
ESG theme
  • Social
ESG sub-theme
  • Diversity, equity & inclusion (DEI)
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders of Teladoc Health, Inc. (“Teladoc”) request that its Board of Directors (“Board”) disclose in its annual proxy statement each director/ nominee’s self-identified gender and race/ethnicity, as well as the skills and attributes that are most relevant in light of Teladoc’s overall business, long-term strategy, and risks. The requested information shall be presented in matrix format and shall not include any attributes the Board identifies as minimum qualifications for all director candidates (“Board Matrix”).
Supporting statement
SUPPORTING STATEMENT Investors believe that a diverse board — in terms of relevant skills, gender, and race/ethnicity — is an indicator of a well functioning board. Among other benefits, diverse boards can better manage risk by avoiding groupthink. Teladoc’s Board sets the tone from the top, and the disclosure of a Board Matrix would signal to your employees, customers, suppliers, and investors that the directors themselves value diversity and inclusion in the boardroom. Many institutional investors prioritize board diversity in their voting guidelines and engagements. Significant time and resources must be spent by investors to ascertain director information from ambiguous, aggregate company disclosures or they must rely on data providers, which also draws from the same, imprecise sources. Even when photographs are provided, investors may be unable to appropriately determine the race or ethnicity of directors. Thus, it can be unnecessarily challenging for investors to fulfill their fiduciary duties and vote according to their own guidelines — for example, to analyze the self identified race/ethnicity of the chair of a committee. Moreover, in its 2025 proxy statement, Teladoc provides an aggregated director matrix with several categories of expertise with no mention of gender/ethnicity. The disclosures do not enable investors to determine the comparative strengths of individual directors nor their self identified race/ethnicity. A Board Matrix would enable investors to make better informed voting decisions by providing them with consistent, comparable and accurate data concerning the Board in a structured and decision useful format. Such information would enable investors to: (1) assess how well suited individual director nominees are for Teladoc in light of its long term business strategy and risks, including the overall mix of director attributes and skills; (2) identify any gaps in skills or attributes; and (3) make meaningful, year over year comparisons of the Board’s composition; and (4) ascertain the self identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the board/committees, as well as his/her/their tenure. We would also encourage companies to disclose, in aggregate, the number of any self identified LGBTQ+ director(s). The proposal neither prevents nor discourages Teladoc from disclosing any other information that the Board believes is relevant. Other leading companies, such as Apple Inc., and YUM! Brands, Inc. have published a Board Matrix with individualized director data in a decision useful format. These use EEO 1 categories for disclosing the diversity of individual directors, which allows for consistent and comparable data. Please vote FOR this proposal.

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