Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 11, 2011
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Delaware   0-51547   20-2783228
(State or other jurisdiction of
  (Commission File Number)   (I.R.S. Employer Identification
111 Eighth Avenue
New York, New York 10011

(Address of principal executive offices, including zip code)
(212) 624-3700
(Registrant’s 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):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     With respect to the fiscal year ended December 31, 2010, the Compensation Committee of the Board of Directors of WebMD Health Corp. approved, at a meeting held on February 11, 2011, the following bonuses and Supplemental Bonus Plan awards:
Named               Supplemental Bonus
Executive Officer   Title   Bonus   Plan Award
Wayne T. Gattinella
  Chief Executive Officer   $ 268,000     $ 132,000  
Anthony Vuolo
  Chief Operating Officer and Chief Financial Officer   $ 251,250     $ 123,750  
Nan-Kirsten Forte
  Executive Vice President, Consumer Services   $ 77,050     $ 37,950  
Martin J. Wygod
  Chairman of the Board   $ 1,172,500     $ 577,500  
Steven Zatz, M.D.
  Executive Vice President, Professional Services   $ 83,750     $ 41,250  
The above amounts were determined by the Compensation Committee of the WebMD Board, in its discretion. The amounts in the column labeled “Bonus” will be paid to the respective Named Executive Officers in cash. The amounts in the column labeled “Supplemental Bonus Plan Award” will be contributed to a trust. The trust will distribute the contributions made to it by WebMD on behalf of the respective Named Executive Officers, together with actual net interest earned on the contributed amounts, to the respective Named Executive Officers as promptly as practicable following March 1, 2012 (but in no event later than 21/2 months following such date); provided, however, that in order to receive such payment, the individual must continue to be employed by WebMD on March 1, 2012 (unless their separation from employment occurs as a result of death or disability).



     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.
Dated: February 17, 2011  By:   /s/ Lewis H. Leicher    
    Lewis H. Leicher   
    Senior Vice President