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 WebMDs 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.