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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Board of
Directors
WebMD’s board of directors has eight members. Two of the
members are also members of management and executive officers of
WebMD: Mr. Gattinella, Chief Executive Officer; and
Mr. Wygod, Chairman of the Board. Six of the members are
non-employee directors: Drs. Adler and Moossa and
Messrs. Dimick, Keller, Manning and Trotman. WebMD’s
board of directors has determined that each of the non-employee
directors is also an independent director under applicable SEC
rules and Nasdaq Global Select Market listing standards. See
“Director Independence” below. The non-employee
directors meet regularly in private sessions with the Chairman
of the Board and also meet regularly without any employee
directors or other WebMD employees present. For information
regarding the compensation of non-employee directors, see
“Non-Employee Director Compensation” below.
WebMD’s board of directors met seven times in 2007. During
2007, each of the directors attended 75% or more of the meetings
held by the board and the board committees on which he served.
In addition to meetings, WebMD’s board and its committees
reviewed and acted upon matters by unanimous written consent.
WebMD’s board of directors encourages its members to attend
its Annual Meetings of Stockholders. All but one of WebMD’s
directors attended the 2007 Annual Meeting.
This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. Board of
Directors
Our Board of Directors has eight members. Two of the members are
also members of management and executive officers of WebMD:
Mr. Gattinella, our Chief Executive Officer; and
Mr. Wygod, Chairman of the Board. Six of the members are
non-employee directors: Drs. Adler and Moossa and
Messrs. Dimick, Keller, Manning and Trotman.
Our Board of Directors met nine times in 2006. During 2006, each
of our directors attended 75% or more of the meetings held by
our Board and the Board committees on which he served. In
addition to meetings, our Board and its committees reviewed and
acted upon matters by unanimous written consent. The
non-employee directors meet regularly in private sessions with
the Chairman of the Board and also meet regularly without any
employee directors or other WebMD employees present.
WebMD’s Board of Directors encourages its members to attend
our Annual Meetings of Stockholders. All but one of our
directors attended our 2006 Annual Meeting.
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