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
December 18, 2013
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 December 18, 2013, the Compensation Committee of the Board of Directors of WebMD Health Corp. approved the following grants of shares of restricted WebMD Common Stock and options to purchase WebMD Common Stock to executive officers of WebMD:
| Executive Officer | Title | Number of Shares of Restricted Stock |
Number of Shares Option Grant |
|||||||
| Peter Anevski | Executive Vice President and Chief Financial Officer | 30,000 | 150,000 | |||||||
| Michael Glick | Executive Vice President and Co-General Counsel | 15,000 | 75,000 | |||||||
| William Pence | Executive Vice President, Chief Operating Officer and Chief Technology Officer | 20,000 | 100,000 | |||||||
| Douglas Wamsley | Executive Vice President, Co-General Counsel and Secretary | 15,000 | 75,000 | |||||||
| Martin J. Wygod | Chairman of the Board | 50,000 | 50,000 | |||||||
The shares of restricted stock and the options were granted under WebMD’s Amended and Restated 2005 Long-Term Incentive Plan (which we refer to as the 2005 Plan). The following terms apply to the grants:
| • | The options were granted with an exercise price of $38.65 per share, the closing price of WebMD Common Stock on December 18, 2013, the date of grant. The options are scheduled to expire on the tenth anniversary of the date of grant. |
| • | For the grants of both the restricted stock and options, one-third of the amount granted is scheduled to vest on each of the second, third and fourth anniversaries of the date of grant. |
| • | If, following a “Change of Control” of WebMD (as defined in the 2005 Plan), the executive is terminated “without cause” or resigns for “good reason” (as those terms are defined in the employment agreement between the executive and WebMD), the next scheduled vesting of the restricted stock following the termination would be accelerated to the date of termination and the options subject to the next scheduled vesting following the termination would remain outstanding and continue to vest until the scheduled vesting date. |
Pursuant to General Instruction B.3 of Form 8-K, the description of the 2005 Plan contained in the Proxy Statement filed by WebMD on September 23, 2013 (under the heading “Proposal 3 – Amendment to the Amended and Restated 2005 Long-Term Incentive Plan – Summary of the 2005 Plan”) is incorporated by reference into this Current Report to the extent required by Item 5.02 of Form 8-K.
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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. | ||||
| Dated: December 20, 2013 | By: | /s/ Lewis H. Leicher | ||
| Lewis H. Leicher | ||||
| Senior Vice President | ||||
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