LIVONGO HEALTH, INC.

LVGO
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LIVONGO HEALTH, INC. : Submission of Matters to a Vote of Security Holders, Other Events (form 8-K)

10/30/2020 | 05:14am

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



On October 29, 2020, Livongo Health, Inc. ("Livongo") held a special meeting of
its stockholders (the "Special Meeting"). As of the close of business on
September 8, 2020, the record date for the Special Meeting, 101,585,377 shares
of common stock, $0.001 par value per share, of Livongo (the "Livongo Common
Stock"), were outstanding and entitled to vote. A total of 71,364,263 shares of
Livongo Common Stock were voted in person or by proxy, representing
approximately 70.25% of the shares entitled to be voted, which constituted a
quorum to conduct business at the Special Meeting. The following are the voting
results on proposals considered and voted upon at the Special Meeting, all of
which are described in the joint proxy statement/prospectus filed with the
Securities and Exchange Commission on September 15, 2020.



Each of the proposals was approved by the requisite vote of Livongo's
stockholders.



Proposal 1 - To adopt the Agreement and Plan of Merger, dated as of August 5,
2020
(as it may be amended from time to time), by and among Livongo, Teladoc
Health, Inc. ("Teladoc") and Tempranillo Merger Sub, Inc. ("Merger Sub"), a
wholly-owned subsidiary of Teladoc (such agreement is referred to as the "Merger
Agreement" and such proposal, the "Livongo Merger Agreement Proposal").



Livongo's stockholders approved the Livongo Merger Agreement Proposal.






For Against Abstain
70,732,600 160,481 471,182



Proposal 2 - To approve, on an advisory (non-binding)basis, the executive
officer compensation that will or may be paid to Livongo's named executive
officers that is based on or otherwise relates to the transactions contemplated
by the Merger Agreement (the "Livongo Compensation Proposal").



Livongo's stockholders approved the Livongo Compensation Proposal.



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For Against Abstain
47,969,658 22,735,356 659,249



Proposal 3 - To approve the adjournment of the Special Meeting to solicit
additional proxies if there are not sufficient votes at the time of the Special
Meeting to approve the Livongo Merger Agreement Proposal or to ensure that any
supplement or amendment to the joint proxy statement/prospectus is timely
provided to Livongo stockholders (the "Livongo Adjournment Proposal").



Livongo's stockholders approved the Livongo Adjournment Proposal, if necessary,
but an adjournment was not necessary in light of adoption of the Merger
Agreement.






For Against Abstain
69,165,735 1,694,076 504,452



Item 8.01. Other Events.



The information set forth in Item 5.07 is incorporated by reference herein.



Cautionary Note Regarding Forward-Looking Statements



This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements generally include statements
regarding the potential transaction between Teladoc and Livongo, including any
statements regarding the expected timetable for completing the potential
transaction, the ability to complete the potential transaction, the expected
benefits of the potential transaction (including anticipated synergies,
projected financial information and future opportunities) and any other
statements regarding Teladoc's and Livongo's future expectations, beliefs,
plans, objectives, results of operations, financial condition and cash flows, or
future events or performance. These statements are often, but not always, made
through the use of words or phrases such as "anticipate," "intend," "plan,"
"believe," "project," "estimate," "expect," "may," "should," "will" and similar
expressions. All such forward-looking statements are based on current
expectations of Teladoc's and Livongo's management and therefore involve
estimates and assumptions that are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from the results
expressed in the statements. Key factors that could cause actual results to
differ materially from those projected in the forward-looking statements include
the risk that a condition to closing the potential transaction may not be
satisfied; the risk that the anticipated U.S. federal income tax treatment of
the transaction is not obtained; litigation relating to the potential
transaction that have been or could be instituted against Teladoc, Livongo or
their respective directors; the effects of disruption to Teladoc's or Livongo's
respective businesses; restrictions during the pendency of the potential
transaction that may impact Teladoc's or Livongo's ability to pursue certain
business opportunities or strategic transactions; the effect of this
communication on Teladoc's or Livongo's stock prices; transaction costs;
Teladoc's ability to achieve the benefits from the proposed transaction;
Teladoc's ability to effectively integrate acquired operations into its own
operations; the ability of Teladoc or Livongo to retain and hire key personnel;
unknown liabilities; and the diversion of management time on transaction-related
issues. Other important factors that could cause actual results to differ
materially from those in the forward-looking statements include the effects of
industry, market, economic, political or regulatory conditions outside of
Teladoc's or Livongo's control (including public health crises, such as
pandemics and epidemics); changes in laws and regulations applicable to
Teladoc's business model; changes in market conditions and receptivity to
Teladoc's services and offerings; results of litigation; the loss of one or more
key clients of Teladoc (including potential adverse reactions or changes to
business relationships resulting from the announcement or completion of the
potential transaction); changes to Teladoc's abilities to recruit and retain
qualified providers into its network; the impact of the COVID-19 pandemic on the
parties' business and general economic conditions; risks regarding Livongo's
ability to retain clients and sell additional solutions to new and existing
clients; Livongo's ability to attract and enroll new members; the growth and
success of Livongo's partners and reseller relationships; Livongo's ability to
estimate the size of its target market; uncertainty in the healthcare regulatory
environment; and the factors set forth under the heading "Risk Factors" of
Teladoc's



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Annual Report and Livongo's Annual Report, in each case on Form 10-K, and in
subsequent filings with the U.S. Securities and Exchange Commission (the "SEC").
These risks, as well as other risks associated with the potential transaction,
are more fully discussed in the joint proxy statement/prospectus filed with the
SEC in connection with the proposed transaction. Other unpredictable or unknown
factors not discussed in this communication could also have material adverse
effects on forward-looking statements. Neither Teladoc nor Livongo assumes any
obligation to update any forward-looking statements, except as required by law.
Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.



No Offer or Solicitation



This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.



Important Information for Investors and Stockholders



In connection with the potential transaction, Teladoc has filed a registration
statement on Form S-4 (File No. 333-248568) with the SEC containing a prospectus
of Teladoc that also constitutes a definitive joint proxy statement of each of
Teladoc and Livongo. The registration statement, as amended, was declared
effective by the SEC on September 15, 2020. Each of Teladoc and Livongo
commenced mailing copies of the definitive joint proxy statement/prospectus to
stockholders of Teladoc and Livongo, respectively, on or about September 15,
2020
. Teladoc and Livongo may also file other documents with the SEC regarding
the potential transaction. This communication is not a substitute for the joint
proxy statement/prospectus or registration statement or for any other document
that Teladoc or Livongo have filed or may file with the SEC in connection with
the potential transaction. INVESTORS AND SECURITY HOLDERS OF TELADOC AND LIVONGO
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to
obtain free copies of the joint proxy statement/prospectus and other documents
filed with the SEC by Teladoc or Livongo through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Teladoc
will be available free of charge on Teladoc's website at
https://ir.teladochealth.com and copies of the documents filed with the SEC by
Livongo will be available free of charge on Livongo's website at
https://ir.livongo.com/. Additionally, copies may be obtained by contacting the
investor relations departments of Teladoc or Livongo.



Teladoc and Livongo and certain of their respective directors, certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
potential transaction under the rules of the SEC. Information about the
directors and executive officers of Teladoc is set forth in its proxy statement
for its 2020 annual meeting of stockholders, which was filed with the SEC on
April 14, 2020. Information about the directors and executive officers of
Livongo is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2019, which was filed with the SEC on March 24, 2020, and its proxy
statement for its 2020 annual meeting of stockholders, which was filed with the
SEC on April 6, 2020. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the interests of such
participants in the solicitation of proxies in respect of the potential
transaction are included in the registration statement and joint proxy
statement/prospectus and other relevant materials filed with the SEC.



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