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WBMD » Topics » The concentrated ownership of our common stock by HLTH and certain corporate governance arrangements prevent our other stockholders from influencing significant corporate decisionsThis excerpt taken from the WBMD 8-K filed Jul 2, 2009. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represented, as of December 31, 2008, approximately 83.6%
of our outstanding common stock and approximately 96% of the
combined voting power of our outstanding common stock. Given its
ownership interest, HLTH is able to control the outcome of all
matters submitted to our shareholders for approval, including
the election of directors. Accordingly, either in its capacity
as a stockholder or through its control of our Board of
Directors, HLTH is able to control all key decisions regarding
our company, including mergers or other business combinations
and acquisitions, dispositions of assets, future issuances of
our common stock or other securities, the incurrence of debt by
us, the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage a change of control that the
holders of our Class A Common Stock may favor. Any of these
provisions could be used by HLTH for its own advantage to the
detriment of our other stockholders and our company. This in
turn may have an adverse effect on the market price of our
Class A Common Stock.
This excerpt taken from the WBMD 10-Q filed May 11, 2009. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 83.5% of our outstanding common stock,
as of March 31, 2009. These Class B shares
collectively represent approximately 96% of the combined voting
power of our outstanding common stock. Given its ownership
interest, HLTH is able to control the outcome of all matters
submitted to our shareholders for approval, including the
election of directors. Accordingly, either in its capacity as a
stockholder or through its control of our Board of Directors,
HLTH is able to control all key decisions regarding our company,
including mergers or other business combinations and
acquisitions, dispositions of assets, future issuances of our
common stock or other securities, the incurrence of debt by us,
the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage a change of control that the
holders of our Class A Common Stock may favor. Any of these
provisions could be used by HLTH for its own advantage to the
detriment of our other stockholders and our company. This in
turn may have an adverse effect on the market price of our
Class A Common Stock.
These excerpts taken from the WBMD 10-K filed Feb 27, 2009. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 83.5% of our outstanding common stock,
as of February 20, 2009. These Class B shares
collectively represent approximately 96% of the combined voting
power of our outstanding common stock. Given its ownership
interest, HLTH is able to control the outcome of all matters
submitted to our shareholders for approval, including the
election of directors. Accordingly, either in its capacity as a
stockholder or through its control of our Board of Directors,
HLTH is able to control all key decisions regarding our company,
including mergers or other business combinations and
acquisitions, dispositions of assets, future issuances of our
common stock or other securities, the incurrence of debt by us,
the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage a change of control that the
holders of our Class A Common Stock may favor. Any of these
provisions could be used by HLTH for its own advantage to the
detriment of our other stockholders and our company. This in
turn may have an adverse effect on the market price of our
Class A Common Stock.
The concentrated ownership of our common stock by HLTH and certain corporate governance arrangements prevent our other stockholders from influencing significant corporate decisions We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which represents approximately 83.5% of our outstanding common stock, as of February 20, 2009. These Class B shares collectively represent approximately 96% of the combined voting power of our outstanding common stock. Given its ownership interest, HLTH is able to control the outcome of all matters submitted to our shareholders for approval, including the election of directors. Accordingly, either in its capacity as a stockholder or through its control of our Board of Directors, HLTH is able to control all key decisions regarding our company, including mergers or other business combinations and acquisitions, dispositions of assets, future issuances of our common stock or other securities, the incurrence of debt by us, the payment of dividends on our common stock (including the frequency and the amount of dividends that would be payable on our common stock, a substantial majority of which HLTH owns) and amendments to our certificate of incorporation and bylaws. Further, as long as HLTH and its subsidiaries (excluding our company and our subsidiaries) continue to beneficially own shares representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock, it may take actions required to be taken at a meeting of stockholders without a meeting or a vote and without prior notice to holders of our Class A Common Stock. In addition, HLTH’s controlling interest may discourage a change of control that the holders of our Class A Common Stock may favor. Any of these provisions could be used by HLTH for its own advantage to the detriment of our other stockholders and our company. This in turn may have an adverse effect on the market price of our Class A Common Stock. This excerpt taken from the WBMD 10-Q filed Nov 10, 2008. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 83.1% of our outstanding common stock,
which includes the impact of shares to be issued pursuant to the
purchase agreement of Subimo, LLC. These Class B shares
collectively represent approximately 96% of the combined voting
power of our outstanding common stock. Given its ownership
interest, HLTH is able to control the outcome of all matters
submitted to our shareholders for approval, including the
election of directors. Accordingly, either in its capacity as a
stockholder or through its control of our Board of Directors,
HLTH is able to control all key decisions regarding our company,
including mergers or other business combinations and
acquisitions, dispositions of assets, future issuances of our
common stock or other securities, the incurrence of debt by us,
the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock.
Table of Contents
In addition, HLTH’s controlling interest may discourage a
change of control that the holders of our Class A Common
Stock may favor. Any of these provisions could be used by HLTH
for its own advantage to the detriment of our other stockholders
and our company. This in turn may have an adverse effect on the
market price of our Class A Common Stock.
This excerpt taken from the WBMD 10-Q filed Aug 11, 2008. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 83.3% of our outstanding common stock,
which includes the impact of shares to be issued pursuant to the
purchase agreement of Subimo, LLC. These Class B shares
collectively represent 96% of the combined voting power of our
outstanding common stock. Given its ownership interest, HLTH is
able to control the outcome of all matters submitted to our
shareholders for approval, including the election of directors
and the HLTH Merger (which HLTH has agreed, in the Merger
Agreement, to vote to approve). Accordingly, except as
specifically provided in the Merger Agreement, either in its
capacity as a stockholder or through its control of our Board of
Directors, HLTH is able to control all key decisions regarding
our company, including mergers or other business combinations
and acquisitions, dispositions of assets, future issuances of
our common stock or other securities, the incurrence of debt by
us, the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage a change of control that the
holders of our Class A Common Stock may favor. Any of these
provisions could be used by HLTH for its own advantage to the
detriment of our other stockholders and our company. This in
turn may have an adverse effect on the market price of our
Class A Common Stock.
This excerpt taken from the WBMD 10-Q filed May 12, 2008. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 83.4% of our outstanding common stock,
which includes the impact of shares to be issued pursuant to the
purchase agreement of Subimo, LLC. These Class B shares
collectively represent 96% of the combined voting power of our
outstanding common stock. Given its ownership interest, HLTH is
able to control the outcome of all matters submitted to our
shareholders for approval, including the election of directors
and the HLTH Merger (which HLTH has agreed, in the Merger
Agreement, to vote to approve). Accordingly, except as
specifically provided in the Merger Agreement, either in its
capacity as a stockholder or through its control of our Board of
Directors, HLTH is able to control all key decisions regarding
our company, including mergers or other business combinations
and acquisitions, dispositions of assets, future issuances of
our common stock or other securities, the incurrence of debt by
us, the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage
Table of Contents
a change of control that the holders of our Class A Common
Stock may favor. Any of these provisions could be used by HLTH
for its own advantage to the detriment of our other stockholders
and our company. This in turn may have an adverse effect on the
market price of our Class A Common Stock.
These excerpts taken from the WBMD 10-K filed Feb 29, 2008. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 84% of our outstanding common stock.
These Class B shares collectively represent 96% of the
combined voting power of our outstanding common stock. Given its
ownership interest, HLTH is able to control the outcome of all
matters submitted to our shareholders for approval, including
the election of directors and the HLTH Merger (which HLTH has
agreed, in the Merger Agreement, to vote to approve).
Accordingly, except as specifically provided in the Merger
Agreement, either in its capacity as a stockholder or through
its control of our Board of Directors, HLTH is able to control
all key decisions regarding our company, including mergers or
other business combinations and acquisitions, dispositions of
assets, future issuances of our common stock or other
securities, the incurrence of debt by us, the payment of
dividends on our common stock (including the frequency and the
amount of dividends that would be payable on our common stock, a
substantial majority of which HLTH owns) and amendments to our
certificate of incorporation and bylaws. Further, as long as
HLTH and its subsidiaries (excluding our company and our
subsidiaries) continue to beneficially own shares representing
at least a majority of the votes entitled to be cast by the
holders of our outstanding voting stock,
Table of Contents
it may take actions required to be taken at a meeting of
stockholders without a meeting or a vote and without prior
notice to holders of our Class A Common Stock. In addition,
HLTH’s controlling interest may discourage a change of
control that the holders of our Class A Common Stock may
favor. Any of these provisions could be used by HLTH for its own
advantage to the detriment of our other stockholders and our
company. This in turn may have an adverse effect on the market
price of our Class A Common Stock.
The concentrated ownership of our common stock by HLTH and certain corporate governance arrangements prevent our other stockholders from influencing significant corporate decisions We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which represents approximately 84% of our outstanding common stock. These Class B shares collectively represent 96% of the combined voting power of our outstanding common stock. Given its ownership interest, HLTH is able to control the outcome of all matters submitted to our shareholders for approval, including the election of directors and the HLTH Merger (which HLTH has agreed, in the Merger Agreement, to vote to approve). Accordingly, except as specifically provided in the Merger Agreement, either in its capacity as a stockholder or through its control of our Board of Directors, HLTH is able to control all key decisions regarding our company, including mergers or other business combinations and acquisitions, dispositions of assets, future issuances of our common stock or other securities, the incurrence of debt by us, the payment of dividends on our common stock (including the frequency and the amount of dividends that would be payable on our common stock, a substantial majority of which HLTH owns) and amendments to our certificate of incorporation and bylaws. Further, as long as HLTH and its subsidiaries (excluding our company and our subsidiaries) continue to beneficially own shares representing at least a majority of the votes entitled to be cast by the holders of our outstanding voting stock,
Table of Contentsit may take actions required to be taken at a meeting of stockholders without a meeting or a vote and without prior notice to holders of our Class A Common Stock. In addition, HLTH’s controlling interest may discourage a change of control that the holders of our Class A Common Stock may favor. Any of these provisions could be used by HLTH for its own advantage to the detriment of our other stockholders and our company. This in turn may have an adverse effect on the market price of our Class A Common Stock. This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 84% of our outstanding common stock.
These Class B shares collectively represent 96% of the
combined voting power of our outstanding common stock. Given its
ownership interest, HLTH is able to control the outcome of all
matters submitted to our shareholders for approval, including
the election of directors. Accordingly, either in its capacity
as a stockholder or through its control of our Board of
Directors, HLTH is able to control all key decisions regarding
our company, including mergers or other business combinations
and acquisitions, dispositions of assets, future issuances of
our common stock or other securities, the incurrence of debt by
us, the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage a change of control that the
holders of our Class A Common Stock may favor. Any of these
provisions could be used by HLTH for its own advantage to the
detriment of our other stockholders and our company. This in
turn may have an adverse effect on the market price of our
Class A Common Stock.
This excerpt taken from the WBMD 10-Q filed Aug 9, 2007. The
concentrated ownership of our common stock by HLTH and certain
corporate governance arrangements prevent our other stockholders
from influencing significant corporate decisions
We have two classes of common stock:
HLTH owns 100% of our Class B Common Stock, which
represents approximately 84% of our outstanding common stock.
These Class B shares collectively represent 96% of the
combined voting power of our outstanding common stock. Given its
ownership interest, HLTH is able to control the outcome of all
matters submitted to our shareholders for approval, including
the election of directors. Accordingly, either in its capacity
as a stockholder or through its control of our Board of
Directors, HLTH is able to control all key decisions regarding
our company, including mergers or other business combinations
and acquisitions, dispositions of assets, future issuances of
our common stock or other securities, the incurrence of debt by
us, the payment of dividends on our common stock (including the
frequency and the amount of dividends that would be payable on
our common stock, a substantial majority of which HLTH owns) and
amendments to our certificate of incorporation and bylaws.
Further, as long as HLTH and its subsidiaries (excluding our
company and our subsidiaries) continue to beneficially own
shares representing at least a majority of the votes entitled to
be cast by the holders of our outstanding voting stock, it may
take actions required to be taken at a meeting of stockholders
without a meeting or a vote and without prior notice to holders
of our Class A Common Stock. In addition, HLTH’s
controlling interest may discourage a change of control that the
holders of our Class A Common Stock may favor. Any of these
provisions could be used by HLTH for its own advantage to the
detriment of our other stockholders and our company. This in
turn may have an adverse effect on the market price of our
Class A Common Stock.
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