This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
WEBMD PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
A proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm to serve as WebMDs independent auditor for the fiscal year ending December 31, 2008.
The Audit Committee has appointed the firm of Ernst & Young LLP, an independent registered public accounting firm, to be WebMDs independent auditor for the current fiscal year and, with the endorsement of the board of directors, recommends to stockholders that they ratify that appointment. Ernst & Young has served as WebMDs independent auditors since 2005 and as HLTHs independent auditors since 1995.
Although stockholder approval of the Audit Committees appointment of Ernst & Young is not required by law, the board of directors believes that it is advisable and a matter of good corporate practice to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, the Audit Committee will reconsider its appointment of Ernst & Young.
A representative of Ernst & Young is expected to be present at the Annual Meeting. The representative will be afforded an opportunity to make a statement and will be available to respond to questions by stockholders. If the selection of Ernst & Young is ratified, the Audit Committee nevertheless retains the discretion to select different accounting firms in the future, should the Audit Committee then deem such selection to be in WebMDs best interest and in the best interest of the stockholders. Any such selection need not be submitted to a vote of stockholders.