-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIgS8xw4QIxMrtoFfOXLezywdFPYUd1945BSWPzduAXc6eC1aOyAziTNa9ZAf5l5 NvK6+Nf5OE0s8mDMlOXPMg== 0000950144-07-002183.txt : 20070314 0000950144-07-002183.hdr.sgml : 20070314 20070314165436 ACCESSION NUMBER: 0000950144-07-002183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070308 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070314 DATE AS OF CHANGE: 20070314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMDEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 07694139 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 8-K 1 g06061e8vk.htm EMDEON CORPORATION EMDEON CORPORATION
 

 
 
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
March 8, 2007
 
Date of Report (Date of earliest event reported)
EMDEON CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Delaware   0-24975   94-3236644
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
 
(Address of principal executive offices, including zip code)
(201) 703-3400
 
(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):
     o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o      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, 2006, the Compensation Committee of the Board of Directors of Emdeon Corporation has approved the following bonuses to be paid by Emdeon to its Chief Executive Officer, its Chief Financial Officer, and the other persons listed below (each of whom was a “Named Executive Officer” for purposes of Emdeon’s Proxy Statement for its 2006 Annual Meeting):
             
Named        
Executive Officer   Title   Bonus
Kevin M. Cameron  
Chief Executive Officer of Emdeon
  $ 780,000  
   
 
        
Mark D. Funston  
Chief Financial Officer of Emdeon
  $ 35,000  
   
 
        
Charles A. Mele  
Executive Vice President, General Counsel & Secretary of Emdeon
  $ 350,000  
   
 
        
Martin J. Wygod  
Chairman of the Board of Emdeon
  $ 780,000  
The above amounts were determined by the Compensation Committee of the Emdeon Board, in its discretion. Mr. Funston’s employment by Emdeon began in mid-November of 2006 and the amount of his bonus was set by the Compensation Committee based on that part-year employment period.
     With respect to the fiscal year ended December 31, 2006, the Compensation Committee of the Board of Directors of WebMD Health Corp. (which we refer to as WHC), has approved the following bonuses to be paid by WHC to its Chief Executive Officer, its Chief Financial Officer, and the other persons listed below (each of whom was a Named Executive Officer for purposes of WHC’s Proxy Statement for its 2006 Annual Meeting):
             
Named        
Executive Officer   Title   Bonus
Wayne T. Gattinella  
Chief Executive Officer of WHC
  $ 340,000  
   
 
        
Nan-Kirsten Forte  
Executive Vice President—Consumer Services of WHC
  $ 110,000  
   
 
        
David Gang  
Executive Vice President—Product and Programming and Chief Technology Officer of WHC
  $ 450,000  
   
 
        
Anthony Vuolo  
Executive Vice President and Chief Financial Officer of WHC
  $ 250,000  
The above amounts were determined by the Compensation Committee of the WHC Board, in its discretion.
     Emdeon owns approximately 85% of the outstanding common stock of WHC. Messrs. Gang, Gattinella and Wygod were each a “Named Executive Officer” for purposes of both Emdeon’s and WHC’s Proxy Statements for their 2006 Annual Meetings. Mr. Gang is currently an executive officer only of WHC.

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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.
         
  EMDEON CORPORATION
 		  
Dated: March 14, 2007  By:   /s/ Lewis H. Leicher    
    Lewis H. Leicher   
    Senior Vice President   
 

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