8-K

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)

Delaware	001-37477	04-3705970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Manhattanville Road, Suite 203
Purchase, New York	10577
(Address of Principal Executive Offices)	(Zip Code)

(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.

Exhibit No.	Description
99.1*	Teladoc, Inc. press release, dated June 27, 2016.

      * Furnished herewith.

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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.

	TELADOC, INC.
Date: June 28, 2016
	By:	/s/ Adam C. Vandervoort
	Name:	Adam C. Vandervoort
	Title:	Chief Legal Officer and Secretary

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INDEX TO EXHIBITS

ove
Exhibit No.	Description
99.1*	Teladoc, Inc. press release, dated June 27, 2016.

      * Furnished herewith.

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EX-99.1

Exhibit 99.1

Helen Darling joins Teladoc board of directors

Past president and CEO of National Business Group on Health will serve on

Teladoc, Inc.’s Quality of Care and Patient Safety Committee

LEWISVILLE, Texas (June 27, 2016) – Teladoc, Inc. (NYSE: TDOC), the nation’s leading provider of telehealth services, today announced that Helen Darling, past president and CEO of the National Business Group on Health (NBGH) and current interim president and CEO of the National Quality Forum, has joined its board of directors. Darling will serve on the board’s Quality of Care and Patient Safety Committee.

Ms. Darling, who has spent her career working to find practical solutions to address the mounting obstacles to affordable care, was named one of the “most powerful People in Healthcare” in the U.S. by Modern Healthcare five consecutive years from 2003-2007. For the past two decades, she has held various positions, including president and CEO with NBGH, a non-profit organization that promotes affordable, high quality health benefits, and represents large employers – including 300 of the Fortune 500 – on national health policy.

“As Teladoc continues to expand in participation and scope, Helen’s breadth and depth of experience – particularly in the areas of quality of care and affordable access – will be invaluable to our leadership team and a great asset to our clients and partners,” said Jason Gorevic, Teladoc chief executive officer. “Her contributions as a board member will further enhance Teladoc’s growing ability to break down the barriers to implementing telehealth and bridging the gap in health care access.”

Previously in her career, Ms. Darling directed the purchasing of health and disability benefits at Xerox Corporation for 55,000 U.S. employees. She also served as a principal at William W. Mercer and a practice leader at Watson Wyatt.

“I was attracted to Teladoc because, as the clear leader in its industry, it is a transformative force in the health care system,” said Ms. Darling. “I look forward to working with Teladoc, as finding ways to provide increased – and convenient – access to quality health care at a lower cost has never been more important.”

Ms. Darling serves on the Committee on Performance Measurement of the National Committee for Quality Assurance (NCQA), the Medical Advisory Panel of the Blue Cross Blue Shield Association’s Technology Evaluation Center (now the Center for Clinical Effectiveness), the Advisory Board for the Peter G. Peterson Foundation and the Board of the Reagan Udall Foundation for the FDA.

Ms. Darling holds a master’s degree in Demography and Sociology and a bachelor’s of science degree in History and English, cum laude, from the University of Memphis.

About Teladoc

Teladoc, Inc. (NYSE:TDOC) is the nation’s leading provider of telehealth services and a pioneering force in bringing the virtual care visit into the mainstream of today’s health care ecosystem. Serving some 6,000 clients — including health plans, health systems, employers and other organizations — more than 15 million members can use phone, mobile devices and secure online video to connect within minutes to Teladoc’s network of more than 3,000 board-certified, state-licensed physicians and behavioral health specialists, 24/7. With national coverage, a robust, scalable platform and a Lewisville, Texas-based member services center staffed by 400 employees, Teladoc offers the industry’s most comprehensive and complete telehealth solution including primary care, behavioral health care, dermatology, tobacco cessation and more. For additional information, please visit www.teladoc.com.

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Media Contacts

Patty Sullivan

469.294.5096

pr@teladoc.com

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212.899.4744

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