Teladoc Health, Inc. 8-K

What Happened
Teladoc Health, Inc. filed a Form 8‑K on February 18, 2026 reporting that its Board increased to ten members and appointed Michael S. Smith as a director effective February 18, 2026. Mr. Smith was also named to the Board’s audit committee and nominating & corporate governance committee. The Board determined Mr. Smith is an independent director under NYSE rules and qualifies as an “audit committee financial expert” under SEC and NYSE standards. A press release about the appointment was issued the same day.

Key Details

• Appointment date: February 18, 2026; press release issued February 18, 2026.
• Committees: Mr. Smith joined the audit committee and the nominating & corporate governance committee.
• Independence & expertise: Board deemed him independent and an “audit committee financial expert” per SEC/NYSE rules.
• Governance/compensation: No related-party transactions reported; Mr. Smith will have the same director indemnification arrangement as other directors appointed since Oct 2020 (form filed Mar 1, 2021) and is eligible for the company’s non-employee director compensation program (described in the April 8, 2025 Proxy).
• Board composition note: Following the previously disclosed resignation of Thomas G. McKinley effective February 20, 2026, the Board will return to nine members.

Why It Matters
This filing is a governance update, not a financial disclosure. Appointing an independent director who is an audit committee financial expert can strengthen financial oversight and compliance — a positive signal for investors focused on governance. There are no reported related-party transactions or immediate changes to management or financial results. Investors primarily receive confirmation of a governance change and a company press release with the same details.