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

April 29, 2014

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

On April 29, 2014, the Board of Directors (the “Board”) of WebMD Health Corp. appointed William J. Marino to the Board as a Class III director, with a term expiring at WebMD’s 2014 Annual Meeting of Stockholders. On April 30, 2014, WebMD issued a press release announcing the appointment. A copy of that press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Mr. Marino will receive compensation as a non-employee director in accordance with WebMD’s non-employee director compensation practices described under the caption “Non-Employee Director Compensation” beginning on page 8 of Amendment No. 1, filed on April 29, 2014, to WebMD’s Annual Report on Form 10-K (which description, to the extent required by Item 5.02 of Form 8-K, is incorporated by reference into this Current Report pursuant to General Instruction B.3 of Form 8-K). Upon his appointment to the Board, Mr. Marino was granted an option to purchase 13,200 shares of WebMD Common Stock, with an exercise price of $44.06 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:

Exhibit Number	Description
99.1	Press Release, dated April 30, 2014, regarding the appointment of William J. Marino 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.

	WEBMD HEALTH CORP.
Dated: May 1, 2014	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 April 30, 2014, regarding the appointment of William J. Marino to the Board of Directors of the Registrant

EX-99.1

Exhibit 99.1

Contacts:
Investors:	Media:
Risa Fisher	Adam Grossberg
rfisher@webmd.net	agrossberg@webmd.net
212-624-3817	212-624-3790

William J. Marino Joins WebMD’s Board of Directors

NEW YORK, NY (April 30, 2014) — WebMD Health Corp. (NASDAQ:WBMD) today announced that its Board of Directors has unanimously appointed health care industry veteran William J. Marino to the Company’s Board. Mr. Marino served as Chairman, President and Chief Executive Officer of Horizon Blue Cross Blue Shield of New Jersey, the state’s largest health insurer until he retired in 2011. During that time, he also served as Co-Chairman of America’s Health Insurance Plans (AHIP), Chairman of the National Institute for Health Care Management (NIHCM) and on the Board of Directors of the Blue Cross Blue Shield Association (BCBSA).

Mr. Marino is joining the Board as an additional Class III director. Class III directors’ terms expire at the Company’s 2014 Annual Meeting of Stockholders. His appointment expands the size of WebMD’s Board from nine to 10 members.

“Bill was at the helm of a leading health insurer for 17 years, and we are pleased to welcome a business leader of his caliber to WebMD’s Board of Directors,” said Martin J. Wygod, Chairman of the Board of WebMD. “WebMD will benefit greatly from Bill’s expertise in health insurance and employee benefits, as well as from his deep understanding of the health care landscape, particularly as we work to build new revenue streams in this rapidly changing environment.”

“WebMD has an unparalleled set of assets, and is well positioned to benefit from major changes taking shape in our health care system,” said Marino. “I look forward to working with management and the Board to capture these opportunities and create value for shareholders.”

Mr. Marino is also a member of the Board of Directors of two publicly-traded corporations: Sealed Air Corporation and Sun Bancorp, Inc. Mr. Marino also serves as the Co-Chairman of the Board of Directors of the New Jersey Performing Arts Center (NJPAC) and a member of the Board of the New Jersey Symphony Orchestra. He is a member of the Campaign Committee of Saint Vincent Academy and a member of the Board of Trustees of Delbarton School in Morristown.

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, 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; changes in financial markets; 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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