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WBMD » Topics » WEBMD PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThis 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 WebMD’s 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 WebMD’s 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 WebMD’s independent
auditors since 2005 and as HLTH’s independent auditors
since 1995.
Although stockholder approval of the Audit Committee’s
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 WebMD’s best
interest and in the best interest of the stockholders. Any such
selection need not be submitted to a vote of stockholders.
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