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This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007. TO BE HELD SEPTEMBER 18,
2007
To The
Stockholders of WebMD Health Corp.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of
WebMD Health Corp. will be held at 9:30 a.m., Eastern time,
on September 18, 2007, at The Waldorf-Astoria Hotel, 301
Park Avenue, New York, NY 10022, for the following purposes:
1. To elect: (a) three Class I directors, each to
serve a two-year term expiring at our Annual Meeting of
Stockholders 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 of Stockholders 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 a one-year term expiring at our Annual
Meeting of Stockholders in 2008 or until his successor is
elected and has qualified or his earlier resignation or
removal; and
2. To consider and vote on a proposal to ratify and approve
an amendment to WebMD’s 2005 Long-Term Incentive Plan to
increase the number of shares of WebMD Class A Common Stock
issuable under that Plan by 1,850,000 shares, to a total of
9,000,000 shares; and
3. To consider and vote on a proposal to ratify the
appointment of Ernst & Young LLP as the independent
registered public accounting firm to serve as WebMD’s
independent auditor for the fiscal year ending December 31,
2007; and
4. To consider and transact such other business as may
properly be brought before the Annual Meeting or any adjournment
or postponement thereof.
Only stockholders of record at the close of business on
August 8, 2007 will be entitled to vote at this meeting.
The stock transfer books will not be closed.
All stockholders are cordially invited to attend the Annual
Meeting in person. However, to ensure your representation at the
Annual Meeting, you are urged to complete, sign, date and return
the enclosed proxy card in the enclosed postage-prepaid envelope
as promptly as possible.
By Order of the Board of Directors
of WebMD Health Corp.
Douglas W. Wamsley
Executive Vice President, General Counsel and Secretary
New York, New York
August 13, 2007
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.
TABLE OF CONTENTS
Table of Contents
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains both
historical and forward-looking statements. All statements other
than statements of historical fact are, or may be,
forward-looking statements. For example, statements concerning
projections, predictions, expectations, estimates or forecasts
and statements that describe our objectives, future performance,
plans or goals are, or may be, forward-looking statements. These
forward-looking statements reflect management’s current
expectations concerning future results and events and can
generally be identified by the use of expressions such as
“may,” “will,” “should,”
“could,” “would,” “likely,”
“predict,” “potential,”
“continue,” “future,” “estimate,”
“believe,” “expect,” “anticipate,”
“intend,” “plan,” “foresee,” and
other similar words or phrases, as well as statements in the
future tense.
Forward-looking statements involve
known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be
different from any future results, performance and achievements
expressed or implied by these statements. Information about
important risks and uncertainties that could affect future
results, causing those results to differ materially from those
expressed in our forward-looking statements, can be found in our
other Securities and Exchange Commission filings. Other unknown
or unpredictable factors also could have material adverse
effects on our future results.
The forward-looking statements
included in this Proxy Statement are made only as of the date of
this Proxy Statement. Except as required by law or regulation,
we do not undertake any obligation to update any forward-looking
statements to reflect subsequent events or circumstances.
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