WebMD Health Corp (WBMD)

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WebMD Health Corp. (WBMD)

Stockholders Annual Meeting Call

October 04, 2011 09:30 ET


Marty Wygod – Chairman

Wayne Gattinella – Chief Executive Officer

William Kennedy – American Stock Transfer and Trust Company

Risa Fisher – Vice President of Investor Relations

Dr. Steven Zatz – Executive Vice President, Professional Services

Anthony Vuolo – Chief Operating and Chief Financial Officer


Marty Wygod – Chairman

Good morning ladies and gentlemen. It’s a pleasure to welcome you to the Annual Meeting of Stockholders of WebMD Health Corporation. I am Marty Wygod, Chairman of the Board of WebMD. On the stage with me today are Wayne Gattinella, our Chief Executive Officer and Anthony Vuolo, our Chief Operating as well as Chief Financial Officer. Following individuals, who serve as Directors of WebMD are also seated upfront. We have Mark Adler, Kevin Cameron, Neil Dimick, Jerome Keller, Abdool Rahim Moossa, Herman Sarkowsky and Joseph Smith.

I also want to introduce the following senior officers of WebMD, who are seated upfront Greg Mason, our new Executive Vice President of Consumer Services, Bill Pence; Executive Vice President and Chief Technology Officer; Doug Wamsley, Executive Vice President and General Counsel; Dr. Steven Zatz, Executive Vice President, Professional Services and Mark Emkjer, CEO of WebMD Health Services.

I would also like to introduce you to (Tony Massarelli) of Ernst & Young Independent Order of WebMD. Please stand. Thank you. Lewis Leicher, the Assistant Secretary of WebMD will act as Secretary of me.

At this time, I would like to turn this over to Wayne, who chairs the meeting. At the conclusion of the formal business of the meeting, there will be a presentation by Wayne, which I think it would be quite interesting, and then we will have a full question-and-answer period to follow.

Wayne Gattinella – Chief Executive Officer

Thank you, Marty. Good morning everyone. The annual meeting will now come to order. The annual meeting will be conducted in accordance with the agenda and rules of conduct distributed as you entered. During the meeting, any person wishes to speak from the floor, should raise his/her hand and upon being recognized by the Chairman of the meeting should rise. We will bring over a handheld microphone and the stockholders should state his/her name and the number of shares that he/she represent.

I would also request that all matters not directly related to the proposals to be considered at the meeting be held until after the formal business of the meeting has been accomplished. A notice of meeting, proxy statement, any management proxy were sent to all persons, who are WebMD stockholders of record on the close of business on August 10, 2011 and reflects stockholders of record are entitle to vote at this meeting.

The Board of WebMD has designated Mr. William Kennedy of American Stock Transfer and Trust Company, the transfer agent for our common stock as the inspector of election to review the proxies and balance presented at the annual meeting and to tabulate the votes cast at the meeting. I will now ask Mr. Kennedy to stand. Mr. Kennedy is executed in votes of inspector of election, which will be filed that admits of this meeting. We please present to the secretary of the meeting you are assigned off of inspector of election.

With those present, who wishes to submit management proxies and he would not already done so, please deliver them to the inspector at this time. If anyone holds proxies from others that they propose to vote at this meeting, such proxies must now be submitted to the inspector for examination. All such proxies are management proxies will be filled at the records of this meeting. If anyone proposes to vote in person, they must now identify themselves to the inspector and order that they are authority to vote maybe determined.

In addition, this all votes at this meeting will be conducted by written ballot; all person to plan to vote at the meeting should request the ballot from the inspector at this time. Will the inspector after he has examined all such proxies and determine the identity of those present, who plan to vote in person, please submit his report to the number of shares represented at this meeting and the presence of quorum.

The inspector is ready to make his report and I ask that he does do at this time.

William Kennedy – American Stock Transfer and Trust Company

We have examined all such proxies, as are represented at this meeting in person or represented by proxy at least 52,911,817 shares of WebMD common stock. A total of 58,672,692 shares of WebMD common stock are entitle to vote at the meeting. Accordingly, who is present at this meeting in person all represented by proxy and majority of the outstanding shares of WebMD entitle to vote at the meeting.

Wayne Gattinella – Chief Executive Officer

The inspector as indicated that there his present at this meeting the holders of more than a majority of the outstanding shares of common stock of WebMD entitle to vote at this meeting. Accordingly, there is a quorum present and this meeting is competent to transact the business set forth in the notice of annual meeting. The secretary of the meeting shall present to the meeting, at this time a copy of the notice of annual meeting of stockholders and proxy statement, dated August 15, 2011 and the management proxy together with an affidavit of mailing of such document.

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