UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 0111, 2025

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39515	20-5009396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75 State Street 26th Floor
Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 617 204-3500

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value	AMWL	New York Stock Exchange

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. ☐

Item 25.0207 ResultsSubmission of OperationsMatters andto Financiala ConditionVote of Security Holders.

OnThe ~~May~~2025 1,annual ~~2025,~~meeting of stockholders (the “Annual Meeting”) of American Well Corporation (the "“Company"”) ~~announced~~was ~~its~~held ~~financial~~on ~~results~~June ~~for~~11, 2025. The Company previously filed with the ~~fiscal~~Securities ~~quarter~~and ~~ended~~Exchange ~~March~~Commission 31a definitive proxy statement and related materials pertaining to the Annual Meeting, ~~2025.~~which ~~The~~describe ~~Company's~~in ~~Earnings~~detail ~~Report~~each isof ~~furnished~~the asthree ~~Exhibit~~proposals ~~99.1~~submitted to ~~this~~stockholders ~~Form~~at ~~8-K~~the ~~and~~Annual isMeeting. ~~incorporated~~The byfinal ~~reference~~results ~~herein~~for the votes regarding each proposal are set forth below.

~~The~~Proposal ~~Company will host a conference call to discuss its financial results today at 5 p.m. ET, Thursday, May~~ 1. ~~The~~— ~~call~~Election ~~can be accessed via a live audio webcast at https://edge.media-server.com/mmc/p/9tn5fcf6. A replay~~ of ~~the call will be available via webcast shortly after the completion of the call, at investors.amwell.com.~~ Directors

The ~~information~~stockholders ~~contained~~of inthe ~~this~~Company ~~Item~~elected ~~2.02~~each ~~and~~of ~~Exhibit~~the ~~99.1~~following ~~attached~~Class ~~hereto~~II ~~shall~~director ~~not~~nominees beproposed ~~deemed~~by tothe beCompany’s ~~“filed”~~Board ~~for purposes~~ of ~~Section~~Directors 18to ofserve until the ~~Securities~~2028 ~~Exchange~~annual ~~Act~~meeting of ~~1934,~~stockholders asof ~~amended (~~the ~~“Exchange~~Company ~~Act”),~~ or ~~otherwise~~until ~~subject~~their torespective ~~the~~successors ~~liabilities~~have ofbeen ~~that~~duly ~~section,~~elected ~~nor~~and ~~shall~~qualified. itThe bevoting ~~deemed~~results ~~incorporated~~for byeach ~~reference~~director innominee ~~any~~are ~~filing under the Securities Act of 1933,~~ as ~~amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.~~follows:

Item 9.01 Financial Statements and Exhibits.


Name	For	Withheld	Broker Non-Votes
Mr. Stephen Schlegel	18,018,064	2,216,772	2,540,700
Dr. Delos (Toby) Cosgrove	18,243,841	1,990,995	2,540,700
Ms. Rivka Goldwasser	18,210,793	2,024,043	2,540,700

~~(d)~~Proposal ~~Exhibits.~~2 ~~The~~— ~~following~~Ratifying ~~exhibit~~the isAppointment ~~being~~of ~~filed~~the ~~herewith:~~Independent Registered Public Accounting Firm

99.1		Earnings Report, dated May 1, 2025, issued by American Well Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results are as follows:

SIGNATURES


For	Withheld	Broker Non-Votes
22,756,163	19,373	-

~~Pursuant~~Proposal to3 ~~the~~— ~~requirements~~Advisory ofVote ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed~~ on ~~its~~Named ~~behalf~~Executive byOfficer ~~the undersigned hereunto duly authorized.~~Compensation

			AMERICAN WELL CORPORATION
Date:	May 1, 2025	By:	/s/ Anna Nesterova
			Anna NesterovaHead of Legal

The stockholders of the Company approved, by a non-binding advisory vote, the compensation paid to the company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in the proxy statement. The voting results are as follows:


For	Withheld	Broker Non-Votes
19,633,851	600,985	2,540,700

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.


			AMERICAN WELL CORPORATION

Date:	June 17, 2025	By:	/s/ Anna Nesterova
			Anna Nesterova Head of Legal

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