UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 23, 2011
Date of Report (Date of earliest event reported)
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware | 0-51547 | 20-2783228 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
111 Eighth Avenue
New York, New York 10011
New York, New York 10011
(Address of principal executive offices, including zip code)
(212) 624-3700
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This
amendment is being filed to correct the date in the first bullet of
the first sentence below. No other changes are being made.
* * * *
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 23, 2011, the Compensation Committee of the Board of Directors of WebMD Health Corp.
granted to each of William Pence, its Executive Vice President & Chief Technology Officer, and
Steven Zatz, M.D., its Executive Vice President Professional Services:
| 75,000 non-qualified options to purchase shares of WebMD Common Stock at an exercise price of $36.62 (the closing price of WebMD Common Stock on July 22, 2011); and | ||
| 12,000 shares of restricted WebMD Common Stock. |
The grants were made under WebMDs Amended and Restated 2005 Long-Term Incentive Plan (which we
refer to as the 2005 Plan). Both the option grants and the restricted stock grants are scheduled
to vest over a four year period, with 25% scheduled to vest on each of the first, second, third and
fourth anniversaries of the date of grant. The options are scheduled to expire on the tenth
anniversary of the date of grant.
Mr. Pence and Dr. Zatz also each entered into letter amendments to their existing employment
agreements with WebMD. Under each of those letter amendments, if the executive is terminated
without cause or resigns for good reason (as those terms are defined in the respective
employment agreements) within 12 months after a Change of Control (as defined in the 2005 Plan)
of WebMD, the stock options granted by WebMD to him described above and other stock options
previously granted to him would remain outstanding and continue to vest during the one year period
following such termination. The letter amendment with Dr. Zatz also amended his employment
agreement to provide that, in the event he is terminated without cause or resigns for good
reason after a Change of Control, he would be entitled to continue to receive his base salary for
one year from the date of termination, to receive any unpaid bonus for the year preceding the year
in which the termination occurs, and to receive the employer portion of COBRA premiums until the
earlier of one year following his termination and the date upon which he receives comparable
coverage under another plan.
To the extent required by Item 5.02 of Form 8-K, the following are incorporated by reference
into this Current Report pursuant to General Instruction B.3 of Form 8-K:
| the descriptions of the employment agreements between Mr. Pence and Dr. Zatz and WebMD contained in Item 11 of WebMDs Annual Report on Form 10-K for the year ended December 31, 2010 under the heading Executive Compensation Employment Agreements with Named Executive Officers and | ||
| the description of the 2005 Plan contained in the Proxy Statement filed by WebMD on September 17, 2010 under the heading Proposal 2 Amendment to the Amended and Restated 2005 Long-Term Incentive Plan Summary of the WebMD 2005 Plan. |
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SIGNATURE
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.
WEBMD HEALTH CORP. |
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Dated: July 28, 2011 | By: | /s/ Lewis H. Leicher | ||
Lewis H. Leicher | ||||
Senior Vice President | ||||
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