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.
WebMDs 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 WebMDs 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 years 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 WebMDs 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 WebMDs 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.