This excerpt taken from the WBMD 8-K filed Nov 5, 2009.
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
111 Eighth Avenue
New York, New York 10011
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 30, 2009, Anthony Vuolo, Chief Operating Officer of WebMD Health Corp., was appointed to the additional position of Chief Financial Officer. Mr. Vuolo replaced Mark D. Funston, who left the company on that date to pursue other opportunities. Pursuant to General Instruction B.3 of Form 8-K, the following is incorporated by reference in this Item 5.02 from the Joint Proxy Statement/Prospectus filed by WebMD with the Commission pursuant to Rule 424(b)(3) on September 15, 2009 (Registration No. 333-160530):
In connection with Mr. Vuolo becoming Chief Financial Officer of WebMD, he was granted 44,000 shares of restricted WebMD Common Stock on November 3, 2009, 25% of which is scheduled to vest on each of the first four anniversaries of the date of grant. Pursuant to the terms of WebMDs Amended and Restated 2005 Long-Term Incentive Plan, the vesting of the restricted stock will be accelerated, in the event of termination of Mr. Vuolos employment as a result of death or permanent disability, to the date of such termination. In addition, vesting will be accelerated to the date of termination if, following a change in control of WebMD:
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.