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Check the appropriate box below if the Form 8-K 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)) Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company          ☐

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. ☐

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At the 2023 Annual Meeting of Stockholders of  Talkspace, Inc. (the “Company”), held on October 10, 2023, the Company’s stockholders: (i) did not approve the proposal to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors of the Company (the “Board”) such that all directors stand for election annually; (ii) elected Curtis Warfield, Jacqueline Yeaney and Michael Hansen to serve as Class II directors until the 2026 annual meeting of the stockholders or until their respective successors shall have been duly elected and qualified, (iii) ratified the appointment of Kost, Forer, Gabby & Kasierer, a member of Ernst & Young Global as the Company’s independent auditors for the fiscal year 2023; and (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers.

Further information regarding all of these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 1, 2023. The total number of shares of common stock entitled to vote at the Annual Meeting was 166,516,177, of which 130,927,394 shares, or 78.62%, voted.

The Company’s independent inspector of elections reported the vote of the stockholders as follows:

With respect to the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors, the proposal received a substantial favorable vote at the Annual Meeting, but did not receive the vote required for approval, which is the affirmative vote of at least 66.66% of the total outstanding voting power of the Company’s outstanding shares of common stock entitled to vote at the Annual Meeting. As a result, the amendment to declassify the Board of Directors was not approved.

 

 

 

SIGNATURES

 

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.

 

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