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

~~May 2~~June 1, 2017

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-35337

20-2783228

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

395 Hudson Street

New York, New York 10014

(Address of principal executive offices, including zip code)

(212) 624-3700

(Registrant’s telephone number, including area code)

(Former name or 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 (see General Instruction A.2. below):

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as ~~defined~~ ~~in 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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnAt ~~May 2,~~the 2017, Annual Meeting of Stockholders of WebMD Health Corp. (the “2017 Annual Meeting”), held on June 1, 2017, stockholders of ~~issued~~WebMD aapproved ~~press~~an ~~release~~amendment ~~announcing~~to ~~its~~WebMD’s ~~results~~Amended ~~for~~and Restated 2005 Long-Term Incentive Plan (the ~~quarter~~“2005 ~~ended~~Plan”) ~~March 31,~~providing ~~2017.~~for Aan ~~copy~~increase of 575,000 shares in the ~~press~~total ~~release~~number isof ~~attached~~shares asof ~~Exhibit~~WebMD ~~99.1~~Common toStock ~~this~~issuable ~~Current~~under ~~Report~~the 2005 Plan. To ~~Exhibit~~the 99extent required by Item 5.202 toof ~~this~~Form ~~Current~~8-K, ~~Report~~the ~~contains~~description of the ~~financial~~2005 ~~tables~~Plan ~~that accompanied~~in ~~the~~“Proposal ~~press~~4” ~~release.~~in ~~Exhibit~~the ~~99.3~~Proxy toStatement ~~this~~with ~~Current~~respect ~~Report~~the ~~includes~~2017 ~~forward-looking~~Annual ~~financial~~Meeting ~~information~~filed ~~that~~by ~~accompanied~~WebMD with the ~~press~~Securities ~~release.~~and ~~Exhibit~~Exchange 99Commission on April 20, 2017 is incorporated by reference into this Item 5.402 pursuant to ~~this~~General ~~Current~~Instruction ~~Report~~B.3 ~~contains~~of anForm ~~Annex~~8-K. toA copy of the ~~press~~2005 ~~release~~Plan, ~~entitled “Explanation~~as amended and restated as of ~~Non-GAAP~~June ~~Financial~~1, ~~Measures~~2017, is filed as Exhibit 4.”1 to this Form 8-K.

~~Exhibits~~Item 995.~~1 through 99~~07.4 ~~are~~Submission ~~being “furnished” and shall not be deemed “filed” for purposes~~ of ~~Section 18~~Matters ofto ~~the~~a ~~Securities~~Vote ~~Exchange Act~~ of ~~1934,~~Security as amended (the “Exchange Act”), nor shall any of those exhibits be deemed incorporated by reference in any 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. Holders

~~Item~~At 9the 2017 Annual Meeting, stockholders of WebMD: (i) elected the three nominated Class III directors; (ii) approved, on an advisory basis, WebMD’s executive compensation; (iii) voted, on an advisory basis, to hold future advisory votes on WebMD’s executive compensation every year; (iv) approved an amendment to WebMD’s Amended and Restated 2005 Long-Term Incentive Plan, as described in Item 5.~~01.~~02 ~~Financial~~of ~~Statements~~this Current Report; and ~~Exhibits~~(v) ratified the appointment of Ernst & Young LLP as WebMD’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The following voting instructions were submitted by the stockholders:

~~(d)~~Proposal 1—To ~~Exhibits.~~elect ~~The~~as ~~following~~Class ~~exhibits~~III ~~are~~directors ~~furnished herewith~~for a three-year term:

Exhibit Number	Description
William J. Marino	— votes FOR	28,844,296
99.1	Press Release, dated May 2, 2017, regarding the Registrant’s results for the quarter ended March 31, 2017
	— votes AGAINST	221,662
99.2	Financial Tables accompanying Exhibit 99.1
	— abstentions	116,063
99.3	Financial Guidance Summary accompanying Exhibit 99.1
	— broker non-votes	4,695,951
99.4	Annex A to Exhibits 99.1 through 99.3
Kristiina Vuori, M.D.	— votes FOR	28,824,222
	— votes AGAINST	242,067
	— abstentions	115,732
	— broker non-votes	4,695,951
Martin J. Wygod	— votes FOR	27,827,459
	— votes AGAINST	1,220,573
	— abstentions	133,989
	— broker non-votes	4,695,951

Proposal 2—Advisory vote to approve WebMD’s executive compensation (commonly referred to as a Say-on-Pay Vote):


Votes FOR:			28,436,879
Votes AGAINST:			617,182
Abstentions:			127,960
Broker non-votes:			4,695,951

~~SIGNATURE~~Proposal 3—Advisory vote on the frequency of future Say-on-Pay Votes on WebMD’s executive compensation:

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 thereunto duly authorized.


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

Proposal 4—To ratify and approve an amendment to WebMD’s 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:


Votes FOR:			27,267,666
Votes AGAINST:			1,792,968
Abstentions:			121,387
Broker non-votes:			4,695,951

~~EXHIBIT~~Proposal 5—To ~~INDEX~~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 December 31, 2017:

Exhibit Number	Description
Votes FOR:		33,254,061
99.1	Press Release, dated May 2, 2017, regarding the Registrant’s results for the quarter ended March 31, 2017
Votes AGAINST:		522,628
99.2	Financial Tables accompanying Exhibit 99.1
Abstentions:		101,283
99.3	Financial Guidance Summary accompanying Exhibit 99.1
Broker non-votes:		0
99.4	Annex A to Exhibits 99.1 through 99.3

Item 9.01. 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

SIGNATURE

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 thereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

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

WEBMD HEALTH CORP.

Dated: May 2, 2017

/s/ Lewis H. Leicher

Lewis H. Leicher

Senior Vice President

Filing Compare · WebMD Health Corp.