8-K

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

August 22, 2012

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.

Gregory A. Mason, Executive Vice President, Consumer Services of WebMD, will be leaving WebMD at the end of August 2012. Under the Employment Agreement between Mr. Mason and WebMD, he will be entitled to receive his base salary for one year and WebMD will pay his COBRA premiums for one year or, if earlier, until the date upon which he receives comparable coverage under another plan. To the extent required by Item 5.02 of Form 8-K, the description of that Employment Agreement contained under “Executive Compensation – Employment Agreements with Named Executive Officers – Gregory A. Mason” in the Proxy Statement with respect to WebMD’s 2012 Annual Meeting of Stockholders, filed by WebMD with the Securities and Exchange Commission on June 18, 2012, is incorporated by reference into this Item 5.02 pursuant to General Instruction B.3 of Form 8-K.

Item 7.01. Regulation FD Disclosure.

On August 23, 2012, WebMD issued a press release announcing that, effective September 4, 2012, David C. Marek will become Executive Vice President, Consumer Services of WebMD. A copy of that press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.1 to this Current Report is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Press Release, dated August 23, 2012, regarding David C. Marek becoming Executive Vice President, Consumer Services 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: August 23, 2012	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated August 23, 2012, regarding David C. Marek becoming Executive Vice President, Consumer Services of WebMD

EX-99.1

Exhibit 99.1

Contact:
Investors:	Media:
Risa Fisher	Kate Hahn
rfisher@webmd.net	khahn@webmd.net
212-624-3817	212-624-3760

WebMD Taps David C. Marek to Assume Consumer Leadership Role

Marek brings to WebMD more than 20 years of expertise across all aspects of pharmaceutical and consumer multi-channel advertising

New York, NY (August 23, 2012) - WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that David C. Marek will join WebMD as Executive Vice President, Consumer Services, effective September 4, 2012. In this key leadership role, David will be responsible for the Company’s leading consumer sites including content, editorial, programming, product development, marketing and other aspects of the user and advertiser experience. He will report to Cavan M. Redmond, Chief Executive Officer, and will join the Executive Leadership Team.

David brings to WebMD more than 20 years of healthcare industry and leading agency experience. David has spent more than a decade within Publicis Groupe where he led the flagship healthcare agency at Saatchi & Saatchi Health, New York, prior to being named Worldwide Business Director for Publicis. David has a strong record of performance as a business leader and is recognized for his ability to capitalize on emerging opportunities that translate into success for the organization and its healthcare clients. Prior to his agency years, he spent more than ten years in pharmaceutical sales and marketing, launching and building brands at Eli Lilly and AstraZeneca. David was most recently with the business intelligence think-tank Inferential Focus.

“David’s pharmaceutical and agency experience combined with his ability to build multidisciplinary teams will be invaluable as we transition WebMD to a stronger market leader and a growth company,” said Cavan Redmond, CEO, WebMD. “Ensuring that WebMD attracts and retains the best talent is of critical importance. We are transforming this organization to be optimized for success in a changing business environment.”

About WebMD

WebMD Health Corp. (NASDAQ: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers, and health plans through our public and private online portals, mobile platforms and health-focused publications. The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, emedicineHealth, RxList, theheart.org, Medscape Education and other owned WebMD sites.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements, including risks and uncertainties regarding: competition for advertisers and sponsors for our public portals and mobile platforms and other factors affecting their use of our products and services, including regulatory matters affecting their products; our ability to attract and retain qualified personnel; changes in financial markets; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

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