This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Recommendation of the Board of Directors of WebMD
Our board of directors believes that our employees are WebMDs most valuable asset and that the proposed increase in the 2005 Plan and the contemplated broad-based grant are vital to our ability to retain employees in the extremely competitive labor markets in which we compete. In addition, our board of directors believes that long-term incentive compensation under the 2005 Plan aligns the interests of employees with stockholders. For these reasons and the ones discussed below, WebMDs board of directors recommends that stockholders vote FOR Proposal 2.