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WEBMD HEALTH CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

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09/30/2016 | 10:20pm CEST

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2016 Annual Meeting of Stockholders of WebMD Health Corp. (the "2016 Annual Meeting"), held on September 29, 2016, stockholders of WebMD: (i) elected the two nominated Class II directors; (ii) voted, on an advisory basis, to approve WebMD's executive compensation; and (iii) ratified the appointment of Ernst & Young LLP as WebMD's independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the voting were as follows:

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



            Jerome C. Keller          - Votes FOR            29,944,132
                                      - Votes AGAINST           340,869
                                      - Abstentions              48,767
                                      - Broker non-votes      6,451,667

            Stanley S. Trotman, Jr.   - Votes FOR            28,663,615
                                      - Votes AGAINST         1,622,113
                                      - Abstentions              48,040
                                      - Broker non-votes      6,451,667

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



                         Votes FOR:            20,462,765
                         Votes AGAINST:         9,788,382
                         Abstentions:              82,621
                         Broker non-votes:      6,451,667

Proposal 3 - 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, 2016:



                         Votes FOR:            36,615,678
                         Votes AGAINST:           123,444
                         Abstentions:              46,313
                         Broker non-votes:              0

The record date for the determination of stockholders entitled to vote at the 2016 Annual Meeting was August 8, 2016. The amounts reported above represent the voting instructions, with respect to each of the Proposals, received from stockholders who held shares on that record date. Between that record date and the meeting date, WebMD repurchased 451,795 shares of its Common Stock pursuant to its existing stock repurchase program, and the repurchased shares were deposited in treasury. As disclosed in the Proxy Statement with respect the 2016 Annual Meeting filed by WebMD with the Securities and Exchange Commission on August 15, 2016, shares owned by a Delaware corporation on the date of a stockholder meeting are not entitled to vote at that stockholder meeting under Delaware law, even if those shares were outstanding on the record date for the meeting and received proxy cards they could use to submit voting instructions. Since it was not practicable for WebMD to trace the voting instructions that applied to specific shares it had repurchased, WebMD made the assumption, in determining the results of voting at the 2016 Annual Meeting, that all 451,795 repurchased shares had voted FOR each of the nominees and FOR each of Proposals 2 and 3. With respect to the director elections, the shares providing instructions to vote FOR each of the nominees exceeded by more than 451,795 the shares providing instructions to vote AGAINST such nominee; and, with respect to each of Proposals 2 and 3, the shares providing instructions to vote FOR the respective proposals exceeded by more than 451,795 the sum of the shares providing instructions to vote AGAINST and instructions to ABSTAIN. Accordingly, the two nominees were each elected and Proposals 2 and 3 were each approved by WebMD's stockholders legally entitled to vote.

                                       2

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© Edgar Online, source Glimpses

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