Current Report · Items 5.07, 8.01, 9.01 · 8-K
Talkspace, Inc.
Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07 Submission of Matters to a Vote of Security Holders On May 29, 2026, Talkspace, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). The Company filed its definitive proxy statement (the “Proxy Statement”) for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission (the “SEC”) on April 20, 2026.…
Filed May 29, 2026Accepted May 29, 2026, 4:09 PM EDTCIK 1803901Accession 0000950157-26-000666
Company context
Talkspace, a Universal Health Services, Inc. subsidiary, is a leading virtual behavioral healthcare provider committed to helping people lead healthier, happier lives through access to high-quality mental healthcare. Through its subsidiaries and affiliates, Talkspace offers a comprehensive suite of mental health services - including therapy for individuals, teens, and couples as well as psychiatry and medication management. Among its offerings is Tee, a standalone, clinician-informed AI mental health guide available to those 18+ for 24/7 behavioral support.
Historical securities (5)
Disclosure sections
Items 5.07, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 29, 2026, Talkspace,
Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). The Company
filed its definitive proxy statement (the “Proxy Statement”) for the proposals voted upon at the Special Meeting with
the Securities and Exchange Commission (the “SEC”) on April 20, 2026.
As of the close of business
on April 13, 2026, the record date for the Special Meeting, there were 167,512,566 shares of the Company’s common stock issued and
outstanding and entitled to vote at the Special Meeting. A quorum of 123,442,490.14 shares of the Company’s common stock was represented
in person or by proxy at the Special Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes,
if applicable, with respect to each proposal is set out below:
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 —
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 —
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal
to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are insufficient votes at
the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”), as described in the Proxy Statement.
As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary
and such proposal was not submitted to the Company’s stockholders for approval at the Special Meeting.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On May 29, 2026, the Company
issued a press release announcing the results of the stockholder vote at the Special Meeting, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
2
ex99-1.htm
PRESS RELEASE
Exhibit 99.1
MAY 29, 2026
TALKSPACE STOCKHOLDERS VOTE TO
APPROVE ACQUISITION BY UHS
New York, NY, May 29, 2026 (GLOBE NEWSWIRE) - Talkspace, Inc. (“Talkspace”)
(Nasdaq: TALK) today announced that at the special meeting of Talkspace stockholders held on May 29, 2026, the Talkspace stockholders
voted to approve the acquisition of Talkspace by Universal Health Services, Inc. (“UHS”) pursuant to the terms and conditions
of the Agreement and Plan of Merger, dated as of March 9, 2026 (the “Merger Agreement”), by and among Talkspace, UHS and UHS
Merger Subsidiary, Inc., an indirect wholly owned subsidiary of UHS.
Completion of the acquisition remains subject to the satisfaction or
waiver of customary closing conditions, including the receipt of state regulatory approvals, and is expected to close in the third quarter
of 2026.
About Talkspace
Talkspace is a leading virtual behavioral healthcare provider committed
to helping people lead healthier, happier lives through access to high-quality mental healthcare. Talkspace pioneered the ability to text
with a licensed therapist from anywhere and now offers a comprehensive suite of mental health ser…
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