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 WebMDs 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 WebMDs 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
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