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EX-10.1 - EX-10.1 - WebMD Health Corp.d307993dex101.htm
EX-10.2 - EX-10.2 - WebMD Health Corp.d307993dex102.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 23, 2012

Date of Report (Date of earliest event reported)

 

 

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35337   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

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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

On February 23, 2012, each of the eight non-employee members of our Board of Directors (Mark J. Adler, M.D., Neil F. Dimick, Jerome C. Keller, James V. Manning, Abdool Rahim Moossa, M.D., Herman Sarkowsky, Joseph E. Smith and Stanley S. Trotman, Jr.) voluntarily forfeited a grant of 13,200 non-qualified options to purchase WebMD Common Stock made on January 1, 2011, 3,300 of which were vested and 9,900 of which were unvested. These options had an exercise price of $51.06 per share. A copy of the form of agreement between each of the non-employee directors and WebMD Health Corp. (“WebMD”) entered into in connection with the forfeitures is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Also on February 23, 2012, each of the executive officers of WebMD and Kevin Cameron, an employee who is a member of our Board of Directors, voluntarily forfeited the grants of non-qualified options to purchase WebMD Common Stock described below:

 

Name and Title

   Option Grant
Date
     Vested
Options
     Unvested
Options
     Exercise
Price
 

Kevin Cameron

Special Advisor to the Chairman;

Member of the Board of Directors

     06/28/10         16,250         48,750       $ 46.81   

Gregory Mason

Executive Vice President, Consumer Services

     06/21/11         —           175,000       $ 45.82   

William Pence

Executive Vice President & Chief Technology Officer

    

 

11/01/07

06/28/10

  

  

    

 

150,000

18,750

  

  

    

 

—  

56,250

  

  

   $

$

45.23

46.81

  

  

Anthony Vuolo

Interim Chief Executive Officer;

Chief Financial Officer

     06/28/10         25,000         75,000       $ 46.81   

Douglas W. Wamsley

Executive Vice President, General Counsel & Secretary

     06/28/10         18,750         56,250       $ 46.81   

Martin J. Wygod

Chairman of the Board

     06/28/10         18,750         56,250       $ 46.81   

Steven Zatz, M.D.

Executive Vice President, Professional Services

     06/28/10         18,750         56,250       $ 46.81   

 

2


A copy of the form of agreement between each of the executive officers and WebMD entered into in connection with the forfeitures is attached hereto as Exhibit 10.2 and is incorporated herein by reference. In addition to the above, 65,000 options were forfeited by another executive of WebMD who is not a director or executive officer.

None of the directors or executives received any consideration in exchange for the forfeiture of stock options described above. Upon the forfeiture of those stock options, the 960,600 shares underlying those options became available for grants under the WebMD Health Corp. Amended and Restated 2005 Long-Term Incentive Plan (the “Plan”). The forfeitures by the directors and executives of those stock options were intended to allow WebMD to use the shares that became available under the Plan to attract new employees and to motivate and retain current key employees.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit

Number

   Description
10.1    Form of Agreement to Forfeit Non-Qualified Options, dated as of February 23, 2012, between the Registrant and Each of its Non-Employee Directors
10.2    Form of Agreement to Forfeit Non-Qualified Options, dated as of February 23, 2012, between the Registrant and Certain Executives

 

3


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.
Dated: February 28, 2012     By:  

/s/ Lewis H. Leicher

      Lewis H. Leicher
      Senior Vice President

 

4


EXHIBIT INDEX

 

Exhibit

Number

   Description
10.1    Form of Agreement to Forfeit Non-Qualified Options, dated as of February 23, 2012, between the Registrant and Each of its Non-Employee Directors
10.2    Form of Agreement to Forfeit Non-Qualified Options, dated as of February 23, 2012, between the Registrant and Certain Executives