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WBMD > SEC Filings for WBMD > Form 8-K on 1-Nov-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2013 Annual Meeting of Stockholders of WebMD Health Corp. (the "2013 Annual Meeting"), held on October 31, 2013, stockholders of WebMD approved an amendment (the "Increase Amendment") to WebMD's Amended and Restated 2005 Long-Term Incentive Plan (the "2005 Plan"). The Increase Amendment increased the total number of shares of WebMD Common Stock issuable under the 2005 Plan by 1,500,000 shares.

To the extent required by Item 5.02 of Form 8-K, the description of the Increase Amendment in "Proposal 3" in the Proxy Statement with respect the 2013 Annual Meeting, filed by WebMD with the Securities and Exchange Commission on September 23, 2013, is incorporated by reference into this Item 5.02 pursuant to General Instruction B.3 of Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2013 Annual Meeting, stockholders of WebMD: (i) elected the three nominated Class II directors; (ii) voted, on an advisory basis, to approve WebMD's executive compensation; (iii) approved the Increase Amendment described in Item 5.02 of this Current Report; and (iv) ratified the appointment of Ernst & Young LLP as WebMD's independent registered public accounting firm for the fiscal year ending December 31, 2013. The results of the voting were as follows:

Proposal 1 - To elect as Class II directors for a three-year term:

            Kevin M. Cameron          - votes FOR            28,339,557
                                      - votes withheld        2,332,096
                                      - broker non-votes      8,242,240

            Jerome C. Keller          - votes FOR            28,766,236
                                      - votes withheld        1,903,417
                                      - broker non-votes      8,244,240

            Stanley S. Trotman, Jr.   - votes FOR            28,806,302
                                      - votes withheld        1,863,351
                                      - broker non-votes      8,244,240

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

                         Votes FOR:            18,520,987
                         Votes AGAINST:        11,484,982
                         Abstentions:             663,682
                         Broker non-votes:      8,244,242

Proposal 3 - 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 1,500,000 shares:

                         Votes FOR:            21,115,286
                         Votes AGAINST:         8,913,356
                         Abstentions:             641,007
                         Broker non-votes:      8,244,244

Proposal 4 - To 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, 2013:

                         Votes FOR:            38,138,376
                         Votes AGAINST:           166,805
                         Abstentions:             606,712
                         Broker non-votes:          2,000

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