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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 year’s 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.
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