UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 10, 2017
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.) |
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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 10, 2017, Jerome C. Keller advised WebMD Health Corp. (“WebMD” or the “Registrant”) of his intention to resign from the Board of Directors of the Registrant. On January 11, 2017, Mr. Keller provided notice of his resignation from the Board of Directors, effective immediately. Mr. Keller’s resignation was not in connection with any disagreement with the Registrant.
On January 13, 2017, WebMD issued a press release announcing the appointment of Ian G. Banwell, who is 53 years old, to fill the vacancy resulting from Mr. Keller’s resignation. A copy of that press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein. Mr. Banwell was appointed to the Board of Directors of WebMD as a Class II director, with a term expiring at WebMD’s 2019 Annual Meeting of Stockholders. Mr. Banwell also became a member of the Nominating & Governance Committee of the Board.
Mr. Banwell will receive compensation as anon-employee director in accordance with WebMD’s practices described under the caption“Non-Employee Director Compensation” in the Proxy Statement filed by the Registrant on August 15, 2016 (which description, to the extent required by Item 5.02 of Form8-K, is incorporated by reference into this Current Report pursuant to General Instruction B.3 of Form8-K). Upon his appointment to the Board, Mr. Banwell was granted an option to purchase 13,200 shares of WebMD Common Stock, with an exercise price of $50.99 per share (the closing market price of WebMD Common Stock on the date of grant) and with 25% of the shares underlying the option scheduled to vest on each of the first through fourth anniversaries of the date of grant. The option expires 10 years from the date of grant.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed herewith:
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Exhibit Number | | Description |
| |
| 99.1 | | Press Release, dated January 13, 2017, regarding the appointment of Ian G. Banwell to the Board of Directors of the Registrant |
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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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| | | | WEBMD HEALTH CORP. |
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| Dated: January 17, 2017 | | | | By: | | /s/ Lewis H. Leicher |
| | | | | | Lewis H. Leicher Senior Vice President |
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EXHIBIT INDEX
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Exhibit Number | | Description |
| |
| 99.1 | | Press Release, dated January 13, 2017, regarding the appointment of Ian G. Banwell to the Board of Directors of the Registrant |
