WEBMD HEALTH CORP. (NASDAQ:WBMD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

WEBMD HEALTH CORP. (NASDAQ:WBMD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item5.03.

Amendments to Articles of Incorporation or By-laws;
Change in Fiscal Year.

On April17, 2017, the Board of Directors (the Board) of the
Registrant approved amendments to the Registrants Amended and
Restated By-laws to adopt proxy access. The amendments took
effect immediately upon approval by the Board. The following
provisions were amended:

Article I, Section1.13 Proxy Access was added to
permit a stockholder, or a group of up to 20 stockholders,
owning at least 3% of the Registrants outstanding common
stock continuously for at least three years to nominate and
include in the Registrants proxy materials for its annual
meetings (beginning with 2018) director nominees constituting
up to the greater of two individuals or 20% of the Board,
provided that the stockholders and the nominees satisfy
specified requirements.
Article I, Section1.12 Notice of Stockholder Business and
Nominations
was amended to make appropriate changes to
that section to provide for proxy access.

The foregoing summary of these amendments is qualified in its
entirety by reference to the text of the Registrants Amended and
Restated By-laws, effective April17, 2017, a copy of which is
attached as Exhibit3.1 to this Current Report.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.The following exhibit is filed herewith:

Exhibit

Number

Description
3.1 Amended and Restated By-laws of the Registrant, effective
April17, 2017

2


About WEBMD HEALTH CORP. (NASDAQ:WBMD)

WebMD Health Corp. is a provider of health information services. The Company provides its services to consumers, physicians and other healthcare professionals, employers and health plans through its public and private online portals, mobile platforms and health-focused publications. The WebMD Health Network includes: www.WebMD.com, its primary public portal for consumers and related mobile-optimized sites and mobile apps; www.Medscape.com, its primary public portal for physicians and other healthcare professionals and related mobile services; and other sites through which, the Company provides its branded health and wellness content, tools and services. The Company offers related mobile applications, which are included in The WebMD Health Network. Its mobile applications for consumers include the WebMD App, the WebMD Pregnancy App, the WebMD Baby App, the WebMD Pain Coach App, the WebMD Allergy App and the WebMD Magazine App.

WEBMD HEALTH CORP. (NASDAQ:WBMD) Recent Trading Information

WEBMD HEALTH CORP. (NASDAQ:WBMD) closed its last trading session up +0.13 at 51.96 with 430,877 shares trading hands.

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