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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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| Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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| Item 5.02. |
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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):
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| Named |
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| Executive Officer |
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Title |
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Bonus |
| Kevin M. Cameron
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Chief Executive Officer of Emdeon
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$ |
780,000 |
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| Mark D. Funston
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Chief Financial Officer of Emdeon
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$ |
35,000 |
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| Charles A. Mele
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Executive Vice President, General Counsel
& Secretary of Emdeon
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$ |
350,000 |
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| Martin J. Wygod
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Chairman of the Board of Emdeon
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$ |
780,000 |
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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):
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| Named |
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| Executive Officer |
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Title |
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Bonus |
| Wayne T. Gattinella
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Chief Executive Officer of WHC
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$ |
340,000 |
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| Nan-Kirsten Forte
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Executive Vice President—Consumer
Services of WHC
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$ |
110,000 |
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| David Gang
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Executive Vice President—Product and
Programming and Chief Technology Officer
of WHC
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$ |
450,000 |
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| Anthony Vuolo
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Executive Vice President and Chief
Financial Officer of WHC
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$ |
250,000 |
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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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