Talkspace shareholders fail to approve board declassification at 2023 annual meeting

Talkspace, Inc.

Proposal to declassify board received 82M votes for but failed due to 66.66% supermajority requirement (130.9M votes cast).
Electors Curtis Warfield, Jacqueline Yeaney, Michael Hansen elected as Class II directors until 2026.
Ratification of auditor Kost, Forer, Gabby & Kasierer approved with 130.5M for (99.7% of votes cast).
Advisory say-on-pay approval passed with 79.9M for (95.9% of votes cast, excluding broker non-votes).

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Talkspace, Inc. shareholders rejected Election of Curtis Warfield, Jacqueline Yeaney and Michael Hansen to serve as Class II directors until the 2026 annual meeting at the 2023-10-10 meeting.

Proposal: director election
Outcome: failed
Meeting: 2023-10-10

Exact text from the filing

Proposal 2 : If the stockholders approve Proposal 1, to elect Curtis Warfield, Jacqueline Yeaney and Michael Hansen to serve as directors until the 2024 annual meeting or, if the stockholders do not approve Proposal 1, to elect Curtis Warfield, Jackie Yeaney and Michael Hansen to serve as Class II directors until the 2026 annual meeting: Name For Withheld Abstain Broker Non-Votes Curtis Warfield 70,087,306 12,973,473 - 47,866,15 Jacqueline Yeaney 67,910,374 15,150,405 - 47,866,15 Michael Hansen 76,613,302 6,447,477 - 47,866,15

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Talkspace, Inc. shareholders approved To approve, on an advisory basis, the compensation of the Company's named executive officers at the 2023-10-10 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-10-10

Exact text from the filing

Proposal 4 : To approve, on an advisory basis, the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 79,884,521 2,405,762 770,496 47,866,615

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Talkspace, Inc. shareholders rejected To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors at the 2023-10-10 meeting.

Proposal: charter amendment
Outcome: failed
Meeting: 2023-10-10

Exact text from the filing

Proposal 1 : To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors: For Against Abstain Broker Non-Votes 82,062,228 237,293 761,258 47,866,615

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Talkspace, Inc. shareholders approved To ratify the audit committee's selection of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company's independent auditors for the fiscal year 2023 at the 2023-10-10 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-10-10

Exact text from the filing

Proposal 3 : To ratify the audit committee's selection of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company's independent auditors for the fiscal year 2023: For Against Abstain Broker Non-Votes 130,493,545 410,114 23,735 -

View on SEC.gov

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Talkspace, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-048198

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