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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. PROPOSAL 1:
ELECTION OF DIRECTORS
Election of two Class III directors, each to serve a
three-year term expiring at the Annual Meeting of Stockholders
in 2011 or until his successor is elected and has qualified or
his earlier resignation or removal.
WebMD’s board of directors has eight members and, under its
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 WebMD’s Restated
Certificate of Incorporation, at each of its Annual Meetings,
the term of one of the classes of directors expires and WebMD
stockholders vote to elect nominees for the directorships in
that class for a new three-year term. At this year’s Annual
Meeting, the terms of the two Class III directors, Jerome
C. Keller and Martin J. Wygod, will expire. The terms of
Dr. Adler and Messrs. Dimick and Manning will expire
at the Annual Meeting in 2009; and the terms of Dr. Moossa
and Messrs. Gattinella and Trotman will expire at the
Annual Meeting in 2010.
The board of directors, based on the recommendation of the
Nominating Committee of the board, has nominated
Messrs. Keller and Wygod for re-election at the Annual
Meeting, each to serve a three-year term expiring at the Annual
Meeting in 2011 or until his successor is elected and has
qualified or his earlier resignation or removal. For
biographical information regarding the nominees and other
directors, see “Directors and Executive Officers”
above.
The persons named in the enclosed proxy intend to vote for the
election of Messrs. Keller and Wygod, unless you indicate
on the proxy card that your vote should be withheld.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ELECTION OF THESE NOMINEES AS DIRECTORS.
WebMD has inquired of each nominee and has determined that each
will serve if elected. While WebMD’s 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.
For information regarding corporate governance and related
matters involving WebMD’s board of directors and its
committees, and see “Corporate Governance” below. For
information regarding the compensation of non-employee
directors, see “Non-Employee Director Compensation”
below. Officers of WebMD who serve on the board of directors do
not receive additional compensation for board service.
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