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EX-14.1 - EX-14.1 - WebMD Health Corp.d679833dex141.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 24, 2014

 

 

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 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

A copy of the Code of Business Conduct of the Registrant, as amended and restated effective as of February 24, 2014 (which we refer to as the Amended Code), is attached as Exhibit 14.1 to this Current Report and is incorporated by reference in this Item 5.05 in its entirety.

The changes in the Amended Code were made primarily to update information regarding contact persons and to clarify or update various provisions, as noted in the message to employees on the first page of the Amended Code. None of the changes reflected in the Amended Code constituted or effected a waiver of application of any provision of the Code to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Item 9.01. Financial Statements and Exhibits.

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

 

Exhibit
Number
  Description
14.1   Code of Business Conduct of the Registrant, amended effective as of February 24, 2014

 

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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: February 25, 2014     By:   /s/ Lewis H. Leicher
      Lewis H. Leicher
      Senior Vice President

 

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EXHIBIT INDEX

 

Exhibit
Number
  Description
14.1   Code of Business Conduct of the Registrant, amended effective as of February 24, 2014