WBMD » Topics » PART IV

This excerpt taken from the WBMD 10-K filed Apr 30, 2009.
PART III







 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 




These excerpts taken from the WBMD 10-K filed Feb 27, 2009.
PART II
 
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
PART II


 















Item 5.  

Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities



 




PART III
 
Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report and will be filed in a definitive proxy statement or by an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report.
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
We will provide information that is responsive to this Item 10 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the captions “Directors and Executive Officers” and “Corporate Governance” and possibly elsewhere therein. That information is incorporated in this Item 10 by reference.
 
Item 11.   Executive Compensation
 
We will provide information that is responsive to this Item 11 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Executive Compensation,” and possibly elsewhere therein. That information is incorporated in this Item 11 by reference.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
We will provide information that is responsive to this Item 12 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and possibly elsewhere therein. That information is incorporated in this Item 12 by reference.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
We will provide information that is responsive to this Item 13 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Certain Relationships and Related Transactions,” and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.
 
Item 14.   Principal Accountant Fees and Services
 
We will provide information that is responsive to this Item 14 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Services and Fees of Ernst & Young,” and possibly elsewhere therein. That information is incorporated in this Item 14 by reference.


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PART IV
 
Item 15.   Exhibits and Financial Statement Schedule
 
(a)(1)-(2) Financial Statements and Schedule
 
The financial statements and schedule listed in the accompanying Index to Consolidated Financial Statements and Supplemental Data on page F-1 are filed as part of this Report.
 
(a)(3) Exhibits
 
See “Index to Exhibits” beginning on page E-1, which is incorporated by reference herein. The Index to Exhibits lists all exhibits filed with this Report and identifies which of those exhibits are management contracts and compensation plans.


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PART III


 



Information required by Items 10, 11, 12, 13 and 14 of
Part III is omitted from this Annual Report and will be
filed in a definitive proxy statement or by an amendment to this
Annual Report not later than 120 days after the end of the
fiscal year covered by this Annual Report.


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



We will provide information that is responsive to this
Item 10 in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days
after the end of the fiscal year covered by this Annual Report,
in either case under the captions “Directors and Executive
Officers” and “Corporate Governance” and possibly
elsewhere therein. That information is incorporated in this
Item 10 by reference.


 















Item 11.  

Executive
Compensation



 



We will provide information that is responsive to this
Item 11 in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days
after the end of the fiscal year covered by this Annual Report,
in either case under the caption “Executive
Compensation,” and possibly elsewhere therein. That
information is incorporated in this Item 11 by reference.


 















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters



 



We will provide information that is responsive to this
Item 12 in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days
after the end of the fiscal year covered by this Annual Report,
in either case under the caption “Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters,” and possibly elsewhere therein. That information
is incorporated in this Item 12 by reference.


 















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



We will provide information that is responsive to this
Item 13 in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days
after the end of the fiscal year covered by this Annual Report,
in either case under the caption “Certain Relationships and
Related Transactions,” and possibly elsewhere therein. That
information is incorporated in this Item 13 by reference.


 















Item 14.  

Principal
Accountant Fees and Services



 



We will provide information that is responsive to this
Item 14 in our definitive proxy statement or in an
amendment to this Annual Report not later than 120 days
after the end of the fiscal year covered by this Annual Report,
in either case under the caption “Services and Fees of
Ernst & Young,” and possibly elsewhere therein.
That information is incorporated in this Item 14 by
reference.





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PART IV


 















Item 15.  

Exhibits
and Financial Statement Schedule



 



(a)(1)-(2) Financial Statements and Schedule


 



The financial statements and schedule listed in the accompanying
Index to Consolidated Financial Statements and Supplemental Data
on
page F-1
are filed as part of this Report.


 



(a)(3) Exhibits


 



See “Index to Exhibits” beginning on
page E-1,
which is incorporated by reference herein. The Index to Exhibits
lists all exhibits filed with this Report and identifies which
of those exhibits are management contracts and compensation
plans.





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PART II
OTHER INFORMATION
 
ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
(c)   Issuer Purchases of Equity Securities
 
During the three months ended September 30, 2008, 13,997 shares were withheld from WebMD Restricted Stock that vested on September 10, 2008 and on September 26, 2008, in order to satisfy withholding tax requirements related to the vesting of the awards. The value of these shares, which was $457,928 in the aggregate, was determined based on the closing fair market value of our Class A Common Stock on the date of vesting, which was: $27.82 per share on September 10, 2008 and $32.75 per share on September 26, 2008. These were the only repurchases of equity securities made by us during the three months ended September 30, 2008. We do not have a repurchase program.
 
ITEM 6.   Exhibits
 
The exhibits listed in the accompanying Exhibit Index on page E-1 are filed or furnished as part of this Quarterly Report.


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Table of Contents

PART IV
 
Item 15.   Exhibits and Financial Statement Schedule
 
(a)(1)-(2) Financial Statements and Schedule
 
The financial statements and schedule listed in the accompanying Index to Consolidated Financial Statements and Supplemental Data on page F-1 are filed as part of this Report.
 
(a)(3) Exhibits
 
See “Index to Exhibits” beginning on page E-1, which is incorporated by reference herein. The Index to Exhibits lists all exhibits filed with this Report and identifies which of those exhibits are management contracts and compensation plans.


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Table of Contents

 
PART IV


 















Item 15.  

Exhibits
and Financial Statement Schedule



 



(a)(1)-(2) Financial Statements and Schedule


 



The financial statements and schedule listed in the accompanying
Index to Consolidated Financial Statements and Supplemental Data
on
page F-1
are filed as part of this Report.


 



(a)(3) Exhibits


 



See “Index to Exhibits” beginning on
page E-1,
which is incorporated by reference herein. The Index to Exhibits
lists all exhibits filed with this Report and identifies which
of those exhibits are management contracts and compensation
plans.





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PART IV
 
Item 15.   Exhibits and Financial Statement Schedules
 
(a)(1)-(2) Financial Statements and Schedules
 
The financial statements and schedules listed in the accompanying Index to Consolidated Financial Statements and Supplemental Data on page F-1 are filed as part of this Report.
 
(a)(3) Exhibits
 
See “Index to Exhibits” beginning on page E-1, which is incorporated by reference herein. The Index to Exhibits lists all exhibits filed with this Report and identifies which of those exhibits are management contracts and compensation plans.


22


 

 
This excerpt taken from the WBMD 10-K filed Mar 2, 2007.
PART IV
 
Item 15.   Exhibits and Financial Statement Schedules
 
(a)(1)-(2) Financial Statements and Schedules
 
The financial statements and schedules listed in the accompanying Index to Consolidated Financial Statements and Supplemental Data on page F-1 are filed as part of this Report.
 
(a)(3) Exhibits
 
See “Index to Exhibits” beginning on page E-1, which is incorporated by reference herein. The Index to Exhibits lists all exhibits filed with this Report and identifies which of those exhibits are management contracts and compensation plans.


67


Table of Contents

PART IV
 
Item 15.   Exhibits and Financial Statement Schedules
 
(a)(1)-(2) Financial Statements and Schedules
 
The financial statements and schedules listed in the accompanying Index to Consolidated Financial Statements and Supplemental Data on page F-1 are filed as part of this Report.
 
(a)(3) Exhibits
 
See “Index to Exhibits” beginning on page E-1, which is incorporated by reference herein. The Index to Exhibits lists all exhibits filed with this Report and identifies which of those exhibits are management contracts and compensation plans.


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