This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
ELECTION OF DIRECTORS
Our Board of Directors has eight members and, under our Restated Certificate of Incorporation, is divided into three classes, two of which currently have three directors and one of which currently has two directors. Under our Restated Certificate of Incorporation, the term of one of the classes of directors expires at each of our Annual Meetings and WebMD stockholders vote to elect nominees for the directorships in that class for a new three-year term. However, at our 2006 Annual Meeting, WebMD stockholders were asked to elect eight directors, each to serve a one-year term, or until his successor has been elected and qualified or until his earlier resignation or removal. Accordingly, at this years Annual Meeting, WebMD stockholders are being asked to elect: (a) three Class I directors, each to serve a two-year term expiring at our Annual Meeting in 2009 or until his successor is elected and has qualified or his earlier resignation or removal; (b) three Class II directors, each to serve a three-year term expiring at our Annual Meeting in 2010 or until his successor is elected and has qualified or his earlier resignation or removal; and (c) two Class III directors, each to serve for a one-year term expiring at our Annual Meeting in 2008 or until his successor is elected and has qualified or his earlier resignation or removal.
For information regarding corporate governance and related matters involving our Board of Directors and its committees, see Corporate Governance below. For information regarding the compensation of our non-employee directors, see Non-Employee Director Compensation below. Officers of WebMD who serve on our Board of Directors do not receive additional compensation for Board service.
The Board of Directors, based on the recommendation of the Nominating Committee of the Board, has nominated each of the current members of the Board for election at the Annual Meeting, as follows:
For biographical information regarding the nominees, see Directors and Executive Officers above.
The persons named in the enclosed proxy intend to vote for the election of each of the nominees listed above, unless you indicate on the proxy card that your vote should be withheld.
Our Board of Directors recommends a vote FOR the election of these nominees as directors.
We have inquired of each nominee and have determined that each will serve if elected. While our Board of Directors does not anticipate that any of the nominees will be unable to serve, if any nominee is not able to serve, proxies will be voted for a substitute nominee unless the Board of Directors chooses to reduce the number of directors serving on the Board.