WebMD Health (WBMD)

 

Our Board of Directors has delegated to the Governance & Compliance Committee of the Board the authority to make determinations regarding the independence of members of the Board. The Governance & Compliance Committee has determined that Drs. Adler and Moossa, and Messrs. Dimick, Keller, Manning and Trotman (all six of our non-employee directors) are “independent” in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members of our Board and, with respect to the committees of our Board on which they serve, those applicable to the specific committees. Messrs. Gattinella and Wygod, as officers of our company, are not independent.

 

The Nasdaq independence definition includes a series of objective tests, including one that requires a three year period to have elapsed since employment by the listed company and other tests relating to specific types of transactions or business dealings between a director (or persons or entities related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Governance & Compliance Committee of our Board has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of the Governance & Compliance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Mr. Manning qualified as “independent,” the Governance & Compliance Committee considered that (1) he had previously served as an executive officer of a predecessor of HLTH, more than ten years ago and (2) he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering whether Mr. Keller qualified as “independent,” the Governance & Compliance Committee considered the fact that he had previously served as an employee of HLTH for a short period, more than five years ago. Each member of the Governance & Compliance Committee abstained from voting with respect to his own independence.

 

 

Our Board of Directors has delegated to the
Governance & Compliance Committee of the Board the
authority to make determinations regarding the independence of
members of the Board. The Governance & Compliance
Committee has determined that Drs. Adler and Moossa, and
Messrs. Dimick, Keller, Manning and Trotman (all six of our
non-employee directors) are “independent” in
accordance with the published listing requirements of the Nasdaq
Global Select Market applicable generally to members of our
Board and, with respect to the committees of our Board on which
they serve, those applicable to the specific committees.
Messrs. Gattinella and Wygod, as officers of our company,
are not independent.

 

The Nasdaq independence definition includes a series of
objective tests, including one that requires a three year period
to have elapsed since employment by the listed company and other
tests relating to specific types of transactions or business
dealings between a director (or persons or entities related to
the director) and the listed company. In addition, as further
required by the Nasdaq Marketplace Rules, the
Governance & Compliance Committee of our Board has
made a subjective determination as to each non-employee director
that no relationships exist which, in the opinion of the
Governance & Compliance Committee, would interfere
with the exercise of independent judgment in carrying out the
responsibilities of a director. In considering whether
Mr. Manning qualified as “independent,” the
Governance & Compliance Committee considered that
(1) he had previously served as an executive officer of a
predecessor of HLTH, more than ten years ago and (2) he and
Mr. Wygod both serve as trustees of the WebMD Health
Foundation, Inc., a charitable foundation. In considering
whether Mr. Keller qualified as “independent,”
the Governance & Compliance Committee considered the
fact that he had previously served as an employee of HLTH for a
short period, more than five years ago. Each member of the
Governance & Compliance Committee abstained from
voting with respect to his own independence.

 

 

WebMD’s board of directors has delegated to the Governance & Compliance Committee of the board the authority to make determinations regarding the independence of members of the board. The Governance & Compliance Committee has determined that Drs. Adler and Moossa, and Messrs. Dimick, Keller, Manning and Trotman (all six of WebMD’s non-employee directors) are “independent” in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members of the board and, with respect to the committees of the board on which they serve, those applicable to the specific committees. Messrs. Gattinella and Wygod, as officers of WebMD, are not independent.

 

The Nasdaq independence definition includes a series of objective tests, including one that requires a three-year period to have elapsed since employment by the listed company, and other tests relating to specific types of transactions or business dealings between a director (or persons or entities related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Governance & Compliance Committee of WebMD’s board has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of the Governance & Compliance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Mr. Manning qualified as “independent,” the Governance & Compliance Committee considered that (1) he had previously served as an executive officer of a predecessor of HLTH, more than nine years ago and (2) he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering whether Mr. Keller qualified as “independent,” the Governance & Compliance Committee considered the fact that he had previously served as an employee of HLTH for a short period, more than four years ago. Each member of the Governance & Compliance Committee abstained from voting with respect to his own independence.

 

Our Board of Directors has delegated to the Governance & Compliance Committee of the Board the authority to make determinations regarding the independence of members of the Board. The Governance & Compliance Committee has determined that Drs. Adler and Moossa, and Messrs. Dimick, Keller, Manning and Trotman (all six of our non-employee directors) are “independent” in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members of our Board and, with respect to the committees of our Board on which they serve, those applicable to the specific committees. Messrs. Gattinella and Wygod, as officers of our company, are not independent.

 

The Nasdaq independence definition includes a series of objective tests, including one that requires a three year period to have elapsed since employment by the listed company and other tests relating to specific types of transactions or business dealings between a director (or persons or entities related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Governance & Compliance Committee of our Board has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of the Governance & Compliance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Mr. Manning qualified as “independent,” the Governance & Compliance Committee considered that (1) he had previously served as an executive officer of a predecessor of HLTH, more than nine years ago and (2) he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering whether Mr. Keller qualified as “independent,” the Governance & Compliance Committee considered the fact that he had previously served as an employee of HLTH for a short period, more than four years ago. Each member of the Governance & Compliance Committee abstained from voting with respect to his own independence.

 

 

Our Board of Directors has delegated to the
Governance & Compliance Committee of the Board the
authority to make determinations regarding the independence of
members of the Board. The Governance & Compliance
Committee has determined that Drs. Adler and Moossa, and
Messrs. Dimick, Keller, Manning and Trotman (all six of our
non-employee directors) are “independent” in
accordance with the published listing requirements of the Nasdaq
Global Select Market applicable generally to members of our
Board and, with respect to the committees of our Board on which
they serve, those applicable to the specific committees.
Messrs. Gattinella and Wygod, as officers of our company,
are not independent.

 

The Nasdaq independence definition includes a series of
objective tests, including one that requires a three year period
to have elapsed since employment by the listed company and other
tests relating to specific types of transactions or business
dealings between a director (or persons or entities related to
the director) and the listed company. In addition, as further
required by the Nasdaq Marketplace Rules, the
Governance & Compliance Committee of our Board has
made a subjective determination as to each non-employee director
that no relationships exist which, in the opinion of the
Governance & Compliance Committee, would interfere
with the exercise of independent judgment in carrying out the
responsibilities of a director. In considering whether
Mr. Manning qualified as “independent,” the
Governance & Compliance Committee considered that
(1) he had previously served as an executive officer of a
predecessor of HLTH, more than nine years ago and (2) he
and Mr. Wygod both serve as trustees of the WebMD Health
Foundation, Inc., a charitable foundation. In considering
whether Mr. Keller qualified as “independent,”
the Governance & Compliance Committee considered the
fact that he had previously served as an employee of HLTH for a
short period, more than four years ago. Each member of the
Governance & Compliance Committee abstained from
voting with respect to his own independence.

 

 

Our Board of Directors has delegated to the Governance & Compliance Committee of the Board the authority to make determinations regarding the independence of members of the Board. The Governance & Compliance Committee has determined that Drs. Adler and Moossa, and Messrs. Dimick, Manning and Trotman are “independent” in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members of our Board and, with respect to the committees of our Board on which they serve, those applicable to the specific committees. Messrs. Gattinella and Wygod, as current employees of our company, are not independent.

 

The Nasdaq independence definition includes a series of objective tests, including one that requires a three year period to have elapsed since employment by the listed company and other tests relating to specific types of transactions or business dealings between a director (or persons or entities related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Governance & Compliance Committee of our Board has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of the Governance & Compliance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Mr. Manning qualified as “independent,” the Governance & Compliance Committee considered that (1) he had previously served as an executive officer of a predecessor of HLTH, more than eight years ago and (2) that he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering whether Mr. Keller qualified as “independent,” the Governance & Compliance Committee considered the fact that he had previously served as an employee of HLTH for a short period, more than three years ago. Each member of the Governance & Compliance Committee abstained from voting with respect to his own independence.

 

 

Our Board of Directors has delegated to the Governance & Compliance Committee of the Board the authority to make determinations regarding the independence of members of the Board. The Governance & Compliance Committee has determined that Drs. Adler and Moossa, and Messrs. Dimick, Manning and Trotman are “independent” in accordance with the published listing requirements of the Nasdaq Global Select Market applicable generally to members of our Board and, with respect to the committees of our Board on which they serve, those applicable to the specific committees. Messrs. Gattinella and Wygod, as current employees of our company, are not independent.

 

The Nasdaq independence definition includes a series of objective tests, including one that requires a three year period to have elapsed since employment by the listed company and other tests relating to specific types of transactions or business dealings between a director (or persons or entities related to the director) and the listed company. In addition, as further required by the Nasdaq Marketplace Rules, the Governance & Compliance Committee of our Board has made a subjective determination as to each non-employee director that no relationships exist which, in the opinion of the Governance & Compliance Committee, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In considering whether Mr. Manning qualified as “independent,” the Governance & Compliance Committee considered that (1) he had previously served as an executive officer of a predecessor of Emdeon, more than eight years ago and (2) that he and Mr. Wygod both serve as trustees of the WebMD Health Foundation, Inc., a charitable foundation. In considering whether Mr. Keller qualified as “independent,” the Governance & Compliance Committee considered the fact that he had previously served as an employee of Emdeon for a short period, more than three years ago. Each member of the Governance & Compliance Committee abstained from voting with respect to his own independence.