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

June 1, 2017

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

395 Hudson Street

New York, New York 10014

(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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

At the 2017 Annual Meeting of Stockholders of WebMD Health Corp. (the “2017 Annual Meeting”), held on June 1, 2017, stockholders of WebMD approved an amendment to WebMD’s Amended and Restated 2005 Long-Term Incentive Plan (the “2005 Plan”) providing for an increase of 575,000 shares in the total number of shares of WebMD Common Stock issuable under the 2005 Plan. To the extent required by Item 5.02 of Form 8-K, the description of the 2005 Plan in “Proposal 4” in the Proxy Statement with respect the 2017 Annual Meeting filed by WebMD with the Securities and Exchange Commission on April 20, 2017 is incorporated by reference into this Item 5.02 pursuant to General Instruction B.3 of Form 8-K. A copy of the 2005 Plan, as amended and restated as of June 1, 2017, is filed as Exhibit 4.1 to this Form 8-K.

At the 2017 Annual Meeting, stockholders of WebMD: (i) elected the three nominated Class III directors; (ii) approved, on an advisory basis, WebMD’s executive compensation; (iii) voted, on an advisory basis, to hold future advisory votes on WebMD’s executive compensation every year; (iv) approved an amendment to WebMD’s Amended and Restated 2005 Long-Term Incentive Plan, as described in Item 5.02 of this Current Report; and (v) ratified the appointment of Ernst & Young LLP as WebMD’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The following voting instructions were submitted by the stockholders:

Proposal 1—To elect as Class III directors for a three-year term:

Proposal 2—Advisory vote to approve WebMD’s executive compensation (commonly referred to as a Say-on-Pay Vote):

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Proposal 3—Advisory vote on the frequency of future Say-on-Pay Votes on WebMD’s executive compensation:

Proposal 4—To ratify and approve an amendment to WebMD’s Amended and Restated 2005 Long-Term Incentive Plan to increase the number of shares of WebMD Common Stock issuable under that Plan by 575,000 shares:

Proposal 5—To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm to serve as our independent auditor for the fiscal year ending December 31, 2017:

Item 9.01.    Financial Statements and Exhibits.

(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