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 20, 2015
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 |
With respect to the fiscal year ended December 31, 2014, the Compensation Committee of the Board of Directors of WebMD Health Corp. (the “Compensation Committee”) has approved, at a meeting held on February 20, 2015, the following annual bonuses and Supplemental Bonus Plan Awards for the persons listed below (each of whom was a “Named Executive Officer” in WebMD’s Proxy Statement for its most recent Annual Meeting):
| Name | Current Title | 2014 Bonus |
2014 Supplemental Bonus Plan Award | |||||
| David Schlanger |
Chief Executive Officer | $ | 437,500 | $187,500 | ||||
| Steven Zatz, M.D. |
President | $ | 437,500 | $187,500 | ||||
| Peter Anevski |
Executive Vice President & Chief Financial Officer | $ | 297,500 | $127,500 | ||||
| Anthony Vuolo |
Senior Vice President (formerly served as Chief Financial Officer) | $ | 210,000 | $ 90,000 | ||||
| Martin Wygod |
Chairman of the Board | $ | 350,000 | $150,000 | ||||
The above amounts were determined by the Compensation Committee, in its discretion. The amounts in the column labeled “2014 Bonus” will be paid to the listed Named Executives Officers in cash in March 2015. The amounts in the column labeled “2014 Supplemental Bonus Plan Award” will be contributed to a trust in March 2015. In March 2016, the trust will distribute to the respective individuals the contributions made to it by WebMD on their behalf, together with actual net interest earned on the contributed amounts; provided, however, that in order to receive such payment, the individual must continue to be employed by WebMD on March 1, 2016, unless their separation from employment occurs as a result of death or disability or if they are terminated without cause or resign for good reason following a change in control of WebMD.
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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 26, 2015 | By: | /s/ Lewis H. Leicher | ||||
| Lewis H. Leicher | ||||||
| Senior Vice President | ||||||
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