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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Reasons
for Seeking Stockholder Approval
We are seeking stockholders’ approval for the increase in
shares issuable under the 2005 Plan in order to comply with
applicable requirements of the NASDAQ Global Select Market and,
to the extent permitted by law, to preserve the tax deductible
status for certain awards granted under the 2005 Plan. The stock
options (and, if any, stock appreciation rights) that would be
granted under the 2005 Plan are intended to qualify as
performance-based compensation within the meaning of
Section 162(m) of the Code. In addition, the 2005 Plan
authorizes performance-based stock awards that would give WebMD
the flexibility to structure stock-based bonus opportunities as
performance-based within the meaning of Section 162(m).
As described under “Voting and Quorum Required” above,
HLTH controls approximately 96% of the total voting power of
WebMD’s outstanding common stock and is able, acting alone,
to cause the approval of Proposal 2. HLTH has indicated
that it intends to vote in favor of Proposal 2.
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