secwatch / observer
8-K filed May 29, 2026, 4:09 PM ET ticker TALK CIK 0001803901
M&A confidence high sentiment positive materiality 0.75

Talkspace stockholders vote 73.48% to approve UHS acquisition; advisory compensation not approved

Talkspace, Inc.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Talkspace, Inc. shareholders approved Adoption of Agreement and Plan of Merger with Universal Health Services, Inc. at the 2026-05-29 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2026-05-29
Exact text from the filing
1. Proposal to adopt the Agreement and Plan of Merger, dated as of March 9, 2026 (the “ Merger Agreement ”), by and among the Company, Universal Health Services, Inc., a Delaware corporation (“ UHS ”), UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of UHS (“ Merger Sub ”), pursuant to which and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation in the Merger as an indirect wholly owned subsidiary of UHS (the “ Merger Proposal ”), as described in the Proxy Statement. Set forth below are the voting results for the Merger Proposal, which was approved by the Company’s common stockholders, receiving the affirmative vote of approximately 73.48% of the shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. Votes For Votes Against Abstentions Broker Non-Votes 123,082,042.14 331,508 28,940 —
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Talkspace, Inc. shareholders rejected Advisory (non-binding) vote on compensation that may be paid or become payable to named executive officers in connection with the Merger at the 2026-05-29 meeting.

Proposal
say on pay
Outcome
failed
Meeting
2026-05-29
Exact text from the filing
2. Proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “ Advisory Compensation Proposal ”), as described in the Proxy Statement. Set forth below are the voting results for the Advisory Compensation Proposal, which was not approved by the Company’s common stockholders, receiving the affirmative vote of approximately 41.98% of the votes cast (excluding abstentions and broker non-votes) by the Company’s stockholders on the Advisory Compensation Proposal at the Special Meeting. Votes For Votes Against Abstentions Broker Non-Votes 51,824,667.14 68,627,520 2,990,303 —
View on SEC.gov

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Talkspace, Inc. filing history →

Source: SEC EDGAR
accession 0000950157-26-000666
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