WEBMD HEALTH CORP. (NASDAQ:WBMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

WEBMD HEALTH CORP. (NASDAQ:WBMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

At the 2017 Annual Meeting of Stockholders of WebMD Health Corp.
(the 2017 Annual Meeting), held on June 1, 2017, stockholders of
WebMD approved an amendment to WebMDs Amended and Restated 2005
Long-Term Incentive Plan (the 2005 Plan) providing for an
increase of 575,000 shares in the total number of shares of WebMD
Common Stock issuable under the 2005 Plan. To the extent required
by Item5.02 of Form 8-K, the description of the 2005 Plan in
Proposal 4 in the Proxy Statement with respect the 2017 Annual
Meeting filed by WebMD with the Securities and Exchange
Commission on April 20, 2017 is incorporated by reference into
this Item5.02 to General Instruction B.3 of Form 8-K. A copy of
the 2005 Plan, as amended and restated as of June 1, 2017, is
filed as Exhibit 4.1 to this Form 8-K.

Item5.07. Submission of Matters to a Vote of Security
Holders

At the 2017 Annual Meeting, stockholders of WebMD: (i)elected the
three nominated Class III directors; (ii)approved, on an advisory
basis, WebMDs executive compensation; (iii)voted, on an advisory
basis, to hold future advisory votes on WebMDs executive
compensation every year; (iv) approved an amendment to WebMDs
Amended and Restated 2005 Long-Term Incentive Plan, as described
in Item5.02 of this Current Report; and (v)ratified the
appointment of Ernst Young LLP as WebMDs independent registered
public accounting firm for the fiscal year ending December31,
2017. The following voting instructions were submitted by the
stockholders:

Proposal1To elect as Class III
directors for a three-year term:

William J. Marino

votesFOR 28,844,296
votesAGAINST 221,662
abstentions 116,063
brokernon-votes 4,695,951

Kristiina Vuori, M.D.

votesFOR 28,824,222
votesAGAINST 242,067
abstentions 115,732
brokernon-votes 4,695,951

Martin J. Wygod

votesFOR 27,827,459
votesAGAINST 1,220,573
abstentions 133,989
brokernon-votes 4,695,951

Proposal2Advisory vote to approve
WebMDs executive compensation (commonly referred to as a
Say-on-Pay Vote):

VotesFOR:

28,436,879

Votes AGAINST:

617,182

Abstentions:

127,960

Broker non-votes:

4,695,951

2

Proposal 3Advisory vote on the
frequency of future Say-on-Pay Votes on WebMDs executive
compensation:

Every 1 Year:

25,946,575

Every 2 Years:

345,758

Every 3 Years:

2,758,422

Abstentions:

131,266

Broker non-votes:

4,695,951

Proposal4To ratify and approve an
amendment to WebMDs Amended and Restated 2005 Long-Term Incentive
Plan to increase the number of shares of WebMD Common Stock
issuable under that Plan by 575,000 shares:

VotesFOR:

27,267,666

Votes AGAINST:

1,792,968

Abstentions:

121,387

Broker non-votes:

4,695,951

Proposal5To ratify the appointment of
Ernst Young LLP as the independent registered public accounting
firm to serve as our independent auditor for the fiscal year
ending December31, 2017:

VotesFOR:

33,254,061

Votes AGAINST:

522,628

Abstentions:

101,283

Broker non-votes:

Item9.01.Financial Statements and Exhibits.

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

Exhibit

Number

Description
4.1 WebMD Health Corp. Amended and Restated 2005 Long-Term
Incentive Plan, as amended effective June 1, 2017

3


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 +0.11 at 56.94 with 281,240 shares trading hands.

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