Current Report Filing (8-k)
June 21 2021 - 04:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2021
AMERICAN WELL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-39515
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20-5009396
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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75 State Street, 26th Floor
Boston, MA
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02109
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (617)
204-3500
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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 Par Value
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AMWL
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2021 annual meeting of stockholders (the Annual Meeting) of American Well Corporation (the Company) was held on
June 15, 2021. The Company previously filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the Annual Meeting, which describe in detail each of the two proposals submitted to
stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1 Election of
Directors
The stockholders of the Company elected each of the following Class I director nominees proposed by the Companys
Board of Directors to serve until the 2024 annual meeting of stockholders of the Company or until their respective successors have been duly elected and qualified. The voting results for each director nominee are as follows:
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Name
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For
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Withheld
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Broker
Non-Votes
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Derek Ross
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277,271,940
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15,751,643
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37,433,895
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Brendan OGrady
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267,597,531
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25,426,052
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37,433,895
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Deborah Jackson
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289,449,458
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3,574,125
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37,433,895
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Proposal 2 Ratifying the Appointment of the Independent Registered Public Accounting Firm
The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2021. The voting results are as follows:
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For
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Withheld
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Broker
Non-Votes
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330,389,672
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67,806
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0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 21, 2021
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AMERICAN WELL CORPORATION
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By:
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/s/ Bradford Gay
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Bradford Gay
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Senior Vice President, General Counsel
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