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

Item5.02.

Bonuses under the 2016 Bonus Program for Executive
Officers

With respect to the fiscal year ended December31, 2016, the
Compensation Committee of the Board of Directors of WebMD Health
Corp. (the Compensation Committee) has approved, at a meeting
held on March7, 2017, the following annual bonuses for the
persons listed below (each of whom was a Named Executive Officer
in WebMDs Proxy Statement for its most recent Annual Meeting and
are referred to below as NEOs) determined, as described below, to
WebMDs 2016 Bonus Program for Executive Officers (the 2016 Bonus
Program):

The maximum potential bonuses for the respective NEOs under the
2016 Bonus Program were the following percentages of their
salary: 150% for Dr.Zatz; 70% for Messrs. Glick and Wamsley; and
147% for Mr.Wygod.

The bonuses paid under the 2016 Bonus Program were approximately
23% to 27% lower than the total bonuses for these NEOs for 2015.
No bonuses are payable to the NEOs for 2016 outside of the 2016
Bonus Program.

Determination of Bonuses for the NEOs under the 2016
Bonus Program

Portion Based on Pre-Set Financial
Goals. Under the 2016 Bonus Program, which was
adopted in April 2016 by the Compensation Committee: 70% of each
NEOs maximum potential bonus (or 60% in the case of Mr. Wygod) is
based upon the level of achievement of pre-set goals for revenues
and Adjusted EBITDA for 2016; and 30% of their maximum potential
bonus (or 40% in the case of Mr.Wygod) is based upon individual
performance of each NEO in 2016. The actual amounts payable under
the 2016 Bonus Program to the NEOs were determined as follows:

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For purposes of the 2016 Bonus Program, Adjusted EBITDA is used
with the same meaning as used in the earnings press release
issued by WebMD on February16, 2017 and in Item7 of WebMDs Annual
Report on Form 10-K filed on March1, 2017. The following portions
of the Current Report on Form 8-K filed by the Registrant on
February16, 2017 attaching that earnings press release are
incorporated by reference into this Current Report: the page
captioned WebMD Health Corp. Consolidated Supplemental Financial
Information in Exhibit 99.2, which provides a reconciliation of
WebMDs net income for 2016 to its Adjusted EBITDA for 2016; and
Exhibit 99.4, which is entitled Explanation of Non-GAAP Financial
Measures.

Portion Based on Individual
Performance. Up to 30% of each NEOs maximum
potential bonus (or 40% in the case of Mr.Wygod) under the 2016
Bonus Program was payable based on individual performance and was
determined by the Compensation Committee in its discretion;
provided, however, that no such bonuses would have been payable
if revenue had been less than $680 million or Adjusted EBITDA had
been less than $215 million (the respective minimum amounts
needed for a payment to be made to the portions of the 2016 Bonus
Program described above). The Compensation Committee determined
to pay 95% of the maximum payment for this portion of the bonus
for the NEOs, other than to Mr.Wygod for whom it was 85% of such
maximum. Among the factors considered in the determination of the
portion of the bonuses payable for individual performance for
each of the NEOs were their efforts in connection with changes in
executive management in September 2016, which resulted in a
smooth transition when Dr.Zatz became Chief Executive Officer of
WebMD and Blake DeSimone became Chief Financial Officer of WebMD.

Determination of 2016 Bonus for WebMDs Chief Financial
Officer

As indicated above, Mr.DeSimone became Chief Financial Officer
and an executive officer of WebMD in September 2016, after the
2016 Bonus Program was implemented. The Compensation Committee
determined, in its discretion, that Mr.DeSimones bonus for 2016
is $202,000. The Compensation Committee took into consideration
similar factors as those applicable to the bonus payments to the
participants in the 2016 Bonus Program and also took into
consideration Mr.DeSimones taking on the role of Chief Financial
Officer and the smooth transition that was achieved.

Severance Payment to Former Chief Executive
Officer

As previously disclosed, David Schlanger, former Chief Executive
Officer of WebMD, was entitled to receive the amount of his
bonus, as determined by the Compensation Committee, under the
2016 Bonus Program as part of his severance. Mr.Schlangers bonus
under the 2016 Bonus Program was determined by the Compensation
Committee to be approximately $267,000.

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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.

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