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WEBMD HEALTH CORP. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

May 1, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On April 29, 2014, the Board of Directors (the "Board") of WebMD Health Corp. appointed William J. Marino to the Board as a Class III director, with a term expiring at WebMD's 2014 Annual Meeting of Stockholders. On April 30, 2014, WebMD issued a press release announcing the appointment. A copy of that press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Mr. Marino will receive compensation as a non-employee director in accordance with WebMD's non-employee director compensation practices described under the caption "Non-Employee Director Compensation" beginning on page 8 of Amendment No. 1, filed on April 29, 2014, to WebMD's Annual Report on Form 10-K (which description, to the extent required by Item 5.02 of Form 8-K, is incorporated by reference into this Current Report pursuant to General Instruction B.3 of Form 8-K). Upon his appointment to the Board, Mr. Marino was granted an option to purchase 13,200 shares of WebMD Common Stock, with an exercise price of $44.06 per share (the closing market price of WebMD Common Stock on the date of grant) and with 25% of the shares underlying the option scheduled to vest on each of the first through fourth anniversaries of the date of grant. The option expires 10 years from the date of grant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit Number Description 99.1 Press Release, dated April 30, 2014, regarding the appointment of William J. Marino to the Board of Directors of the Registrant 2



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Source: Edgar Glimpses