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

October 17, 2012

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

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):

To the extent required by Item 1.01 of Form 8-K, the disclosures included under Item 5.02 of this Current Report are incorporated by reference into this Item 1.01.

On October 17, 2012, WebMD Health Corp. (which we refer to as the “Company” or “WebMD”) entered into a Director Appointment Agreement (which we refer to as the “Agreement”) with Kensico Capital Management Corp. and the investment funds it advises (collectively, the “Kensico Parties”). The Agreement provides for, and, also on October 17, 2012, the Board of Directors of WebMD (the “Board”) unanimously approved, effective that day:

As of October 17, 2012, the Kensico Parties had beneficial ownership of approximately 11.4% of the outstanding common stock of WebMD.

Mr. Coleman has served as co-Founder and co-President of Kensico Capital Management Corporation (“Kensico”), an investment management services company, since January 2000. Mr. Coleman is also the co-principal of Kensico’s affiliates. Prior to working with Kensico and its affiliates, Mr. Coleman was employed by Halo Capital Partners, the investment adviser to Tyndall Partners, L.P., an investment adviser, as an analyst and then a partner. Prior to his employment at Halo, Mr. Coleman founded and served as Chief Executive Officer and a director of PTI Holding Inc., a manufacturer of bicycle helmets, bicycle accessories, athletic footwear and personal products, from 1990 until 1995. From February 2011 until its sale in January 2012, Mr. Coleman served as a director of Tekelec, a publicly traded global provider of core network solutions.

The Agreement also provides that, among other things, until Mr. Coleman is no longer a director of the Company, the Kensico Parties shall not:

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The Agreement also provides that in the event that, at any time from the date of the Agreement until the date of the 2013 Annual Meeting of Stockholders, the Kensico Parties beneficially owns less than 5% of the total number of shares of Company common stock then outstanding, upon the written request of the Company, Mr. Coleman shall immediately resign from the Board. The Agreement also contains confidentiality provisions regarding information that Mr. Coleman may learn in his capacity as a director of the Company.

A copy of the Agreement is filed as Exhibit 99.1 hereto, and the description above is not complete and is qualified in its entirety by the full text of the Agreement.

Mr. Coleman 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 16 of the Proxy Statement for WebMD’s 2012 Annual Meeting of Stockholders filed on June 18, 2012 (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).

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

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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.

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EXHIBIT INDEX