Talkspace Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   A proposal to adopt the Agreement and Plan of Merger by and among Talkspace, UHS and Merger Sub, pursuant to which Merger Sub will merge with and into Talkspace and holders of Talkspace common stock (other than cancelled and appraisal shares) will receive $5.25 per share in cash.

   More detail

   This proposal asks stockholders to approve the Agreement and Plan of Merger under which an indirect wholly owned subsidiary of Universal Health Services, Inc. (UHS) will merge into Talkspace, with Talkspace surviving as an indirect wholly owned subsidiary of UHS and holders of Talkspace common stock (other than cancelled and properly perfected appraisal shares) receiving $5.25 per share in cash. Management and the Board negotiated the transaction following a structured process that included outreach to roughly 75 potential strategic and financial counterparties, a second-round auction process and due diligence; Wells Fargo provided a fairness opinion that found the $5.25 cash per share consideration fair, from a financial point of view, to holders of common stock (other than cancelled shares and appraisal shares). The merger is not subject to a financing condition; UHS has represented it has sufficient funds and is committed to using reasonable best efforts to obtain necessary regulatory approvals and to cooperatively pursue HSR and applicable state healthcare clearances. The voting agreements from large stockholders and the Company’s executive ownership (approximately 23% collectively) materially increase the likelihood of approval, although the Company disclosed risks including regulatory hurdles, possible litigation, and the loss of upside for stockholders who would own no equity post-closing. The merger consideration reflects a premium to recent trading and to earlier indications, but the Board considered the possibility of a higher or alternative bid and judged that $5.25 represented the highest value reasonably obtainable in the process and that additional negotiation risked losing the transaction. The agreement includes standard deal protections (fiduciary out, termination fee structure, regulatory efforts covenants) and provides appraisal rights under Delaware law as described in the proxy. The Board’s unanimous recommendation for a “FOR” vote is supported by its assessment of the Company’s prospects as a standalone public company, the immediate cash value and liquidity the transaction offers, Wells Fargo’s analyses, and the terms and conditions negotiated. Stockholders should consider regulatory timing, the non-availability of future public-market upside after delisting and tax consequences of an all-cash deal when evaluating whether the $5.25 per share cash consideration is attractive relative to remaining public ownership.

2. 2

   Advisory Compensation Proposal (Golden Parachute

   ManagementBoard: FOR

   A non-binding advisory vote to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger (the “golden parachute” payments) as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) proposal asks stockholders to approve the disclosed compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger (the so‑called “golden parachute” arrangements). The proxy discloses estimated cash severance, converted equity award values, retention or sign‑on bonuses, and certain special payments contained in negotiated term sheets for senior executives — including a cash-based conversion of certain unvested awards for the CEO, negotiated retention bonuses for other senior executives, and a potential gross-up for excise taxes for the CFO in limited circumstances. Management explains that these arrangements were negotiated to secure key executives’ continued participation and to facilitate a smooth transition of the business to UHS; many payments are “double‑trigger” (require a qualifying termination after the change in control) while some payments (such as certain sign‑on or vested award payouts) are single‑trigger. The advisory vote is required by SEC rules and is not binding; the Company notes that contractual obligations in the agreements will be honored even if stockholders do not approve the advisory proposal. The Board recommends a “FOR” vote based on advice from advisors, the terms agreed with UHS, and the Company’s assessment that the arrangements are appropriate and necessary to preserve management continuity and value realization for stockholders. Stockholders should weigh the rationale for retention and continuity against the sizes and structures of the payments disclosed, the non‑binding nature of the vote, and the fact that these payments may be made irrespective of the advisory outcome. The proxy includes an Item 402(t) disclosure quantifying potential payments and describing assumptions used to estimate amounts. The advisory vote is separate from the vote to approve the merger itself, and its outcome will not prevent the merger from closing if the merger receives stockholder approval.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   A proposal to authorize the persons named in the proxy to vote to adjourn the special meeting to another time or place to solicit additional proxies if there are insufficient votes to adopt the merger agreement.

   More detail

   This proposal seeks stockholder authorization to allow the named proxies to adjourn or postpone the special meeting if there are not enough votes to approve the merger agreement, to permit additional solicitation of proxies. Management requests this authorization because the merger requires the affirmative vote of a majority of the outstanding shares to approve the merger agreement; if insufficient votes are present, an adjournment would allow the Company to continue soliciting votes and pursue quorum and approval requirements. The Board and management argue that this proxy authority protects stockholder interests by enabling orderly completion of the voting process and avoiding the need for another extraordinary meeting if additional outreach is required, while noting the Company does not intend to use the adjournment if the merger is already approved. The adjournment vote is separate from and not a condition to adoption of the merger; abstentions and broker non-votes do not count as votes cast on this item. The Board unanimously recommends a “FOR” vote so that, if necessary, the meeting can be adjourned for further solicitation, which the Company expects to use only to obtain the requisite votes to consummate the transaction. Stockholders should consider that, while adjournment powers can be used to facilitate consummation of a Board‑approved transaction, adjournments can also delay finality and extend the period of uncertainty for the company and its stakeholders.

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When is the Talkspace Inc 2026 special meeting?

Talkspace Inc (TALK) holds its 2026 special shareholder meeting on Friday, May 29, 2026.

What is the record date for the Talkspace Inc 2026 meeting?

The record date for the Talkspace Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Talkspace Inc's 2026 meeting?

The board is presenting 8 director nominees at the Talkspace Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Talkspace Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Talkspace Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.