American Well Corporation filed a definitive proxy statement on November 13, 2026, calling a special meeting of stockholders for December 29, 2026, to vote on an amendment to the company's 2020 Equity Incentive Plan that would increase the number of shares authorized under that plan.

Key Highlights

  • Single proposal: Stockholders will vote on an amendment to the 2020 Equity Incentive Plan to increase the number of shares authorized thereunder.
  • Meeting date: The special meeting is scheduled for Tuesday, December 29, 2026 at 9:30 a.m. eastern time, in a virtual format.
  • Record date: November 5, 2026, was set as the record date for determining stockholders entitled to vote.
  • Shares outstanding at record date: 15,573,051 shares of Class A common stock, 1,369,518 shares of Class B common stock, and 277,777 shares of Class C common stock were outstanding as of that date.
  • Voting power structure: Class B common stock collectively holds 51% of the voting power of all outstanding securities; those shares are held by co-founders Dr. Ido Schoenberg and Dr. Roy Schoenberg, who have agreed to vote together as a group.
  • Proxy materials distribution: On or about November 13, 2026, the company began sending a Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote.

American Well's Special Meeting and Equity Plan Amendment

American Well Corporation, a telehealth company listed on the New York Stock Exchange as NYSE:AMWL, filed a definitive proxy statement seeking stockholder approval to amend its 2020 Equity Incentive Plan. According to the filing, the sole purpose of the December 29, 2026 special meeting is to consider and vote upon that amendment, which would increase the number of shares authorized under the plan. The company stated that proxy materials are available at the SEC's website and through the investor relations section of its own site.

The filing describes a three-class share structure that shapes the voting dynamics of this proposal. Each share of Class A and Class C common stock carries one vote per share, while Class B common stock is structured so that it collectively holds 51% of the voting power across all outstanding securities, according to the proxy statement. The Class B shares are held exclusively by co-founders Dr. Ido Schoenberg and Dr. Roy Schoenberg, who have agreed to vote together as a group, giving them majority control over the outcome of any proposal brought before stockholders.

The filing notes that stockholders may vote over the Internet, by telephone, or by mail. Beneficial owners holding shares through brokers, banks, or other nominees must obtain a legal proxy from their nominee to vote directly at the meeting. Anna Nesterova, identified in the filing as Head of Legal, signed the notice on behalf of the Board of Directors. The amended and restated 2020 Equity Incentive Plan is included as Appendix A to the proxy statement.

What Was Disclosed

American Well Corporation filed a definitive proxy statement on November 13, 2026, notifying stockholders of a special meeting on December 29, 2026, with one item on the agenda: a vote on increasing the share reserve under the company's 2020 Equity Incentive Plan.