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): February 24, 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 February 24, 2017, the Board of Directors (the “Board”) of Teladoc, Inc. (the “Company”) appointed Mr. Kenneth H. Paulus  as a director of the Company.  Mr.  Paulus was appointed as a Class I director with a term expiring at the Company’s 2019 annual meeting of stockholders.  Mr.  Paulus will serve on the Board’s Nominating and Corporate Governance Committee and its Quality of Care and Patient Safety Committee.  The Board has determined that Mr.  Paulus is an independent director within the meaning of the New York Stock Exchange listing standards.

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

Mr.  Paulus 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.  Mr.  Paulus 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 March 2, 2017, 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 March 2, 2017.

      * 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: March 2, 2017
	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 March 2, 2017.

      * Furnished herewith.

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EX-99.1

Exhibit 99.1

For Immediate Release

Teladoc Appoints Former CEO of Allina Health Ken Paulus to Board of Directors    

LEWISVILLE, Texas (March 2, 2017)  —  Teladoc, Inc. (NYSE: TDOC), the undisputed leader in telehealth, providing access to care for millions, today announced that it has appointed Kenneth H. Paulus, 57, to its board of directors. Mr. Paulus will serve on the board's Nominating & Corporate Governance committee and its Quality & Safety committee.

"Ken is widely recognized as an outstanding leader in the provider market," said Jason Gorevic,  president and CEO of Teladoc. "As Ken joins Teladoc on our mission to transform access to care, we look forward to his strategic insights that will enable us to further advance our footprint in hospitals and health systems across the U.S."  

"Having already achieved significant milestones in telehealth, Teladoc has an attractive value proposition and will clearly continue to positively shape the healthcare landscape," said Paulus. “I’m proud to join Teladoc at this important time, and to support the company as it drives telehealth to be mainstream.” 

As former president and CEO of Allina Health from 2009 to 2014, Paulus led one of the nation's largest not-for-profit integrated delivery systems consisting of nearly 1,500 employed physicians, 13 acute care hospitals, a freestanding emergency department and more than 100 ambulatory care clinics. 

Before joining Allina, Paulus was the CEO of Atrius Health System, one of the largest integrated physician organizations in New England and a teaching and research affiliate of Harvard Medical School. He previously served as the Chief Operating Officer of Partners Community HealthCare – the integrated medical network representing Massachusetts General Hospital and Brigham and Women’s Hospital.

Paulus is currently an executive advisor at Water Street Healthcare Partners, a private investment firm. He received a Bachelor of Arts in biology at Augustana College and a Masters of Healthcare Administration and Management from the University of Minnesota.

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 7,500 clients — including health plans, health systems, employers and other organizations — more than 17.5 million members can use phone, mobile devices and secure online video to connect within minutes to Teladoc’s network of more than 3,100 board-certified, state-licensed physicians

and behavioral health specialists, 24/7. With national coverage, a robust, scalable platform and a Lewisville, TX-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.

Media:
Courtney McLeod

Director of Public Relations

914-265-6789
cmcleod@teladoc.com

Investors:
Jisoo Suh

Director of Investor Relations

914-265-6706
jsuh@teladoc.com