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EX-10.1 - EX-10.1 - NEXTGEN HEALTHCARE, INC. | a59977exv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
August 11, 2011
(Date of earliest event reported)
August 11, 2011
QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA | 001-12537 | 95-2888568 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
18111 Von Karman, Suite 700
Irvine, California 92612
(Address of Principal Executive Offices)
(949) 255-2600
(Registrants Telephone Number, Including Area Code)
Irvine, California 92612
(Address of Principal Executive Offices)
(949) 255-2600
(Registrants Telephone Number, Including Area Code)
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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders | ||||||||
Item 9.01 Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-10.1 |
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Item 1.01 Entry into a Material Definitive Agreement
On August 11, 2011, the Board of Directors (the Board) of Quality Systems, Inc. (QSI)
approved a standard form of Restricted Stock Unit Agreement (RSU Agreement), which QSI will enter
into with each of its outside directors in accordance with the terms of QSIs 2012 Director
Compensation Program (2012 Program). The RSU Agreement sets forth certain terms and conditions
in connection with the Boards grant of restricted stock units under the 2012 Program, including:
(i) the number of restricted stock units granted to the grantee, (ii) vesting periods for the
restricted stock units, and (iii) a one-year restriction, beginning from the date a restricted
stock unit vests, on the grantees ability to sell, transfer, assign, pledge or otherwise encumber
or dispose of the vested restricted stock unit (or the underlying shares of the Companys common
stock represented by the restricted stock unit). The RSU Agreement is attached to this report as
Exhibit 10.1, which exhibit is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On August 11, 2011, QSI held its 2011 Annual Shareholders Meeting. QSI shareholders were
asked to consider and vote upon the following five proposals:
1. | To elect nine director nominees to serve as directors of QSI; | ||
2. | To approve the QSI Second Amended and Restated 2005 Stock Option and Incentive Plan; | ||
3. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012; | ||
4. | To conduct an advisory vote on the compensation of our named executive officers; and | ||
5. | To conduct an advisory vote on the frequency of an advisory vote on the compensation of our named executive officers. |
The results of the shareholder votes were as follows:
Proposal No. 1 | For | Withheld | ||||||
Election of Directors |
||||||||
Craig A. Barbarosh |
20,150,136 | 42,898 | ||||||
Murray F. Brennan, M.D. |
20,149,357 | 43,677 | ||||||
George H. Bristol |
20,151,073 | 41,961 | ||||||
Patrick B. Cline |
19,693,471 | 499,563 | ||||||
Ahmed D. Hussein |
14,921,091 | 5,271,943 | ||||||
D. Russell Pflueger |
20,150,666 | 42,368 | ||||||
Steven T. Plochocki |
20,007,160 | 185,874 | ||||||
Sheldon Razin |
19,672,158 | 520,876 | ||||||
Maureen A. Spivack |
20,156,860 | 36,174 |
Proposal No. 2 | For | Against | Abstain | |||||||||
Approve Second Amended and Restated 2005
Stock Option and Incentive Plan |
19,393,795 | 732,920 | 66,319 |
Proposal No. 3 | For | Against | Abstain | |||||||||
Ratification of the appointment of
PricewaterhouseCoopers LLP as QSIs
independent public accountants for
the fiscal year ending March 31, 2012 |
27,154,017 | 113,349 | 12,106 |
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Proposal No. 4 | For | Against | Abstain | |||||||||
Advisory vote on the compensation of
our named executive officers. |
20,047,183 | 112,364 | 33,487 |
Proposal No. 5 | 1 Year | 2 Year | 3 Year | Abstain | ||||||||||||
Advisory vote on the
frequency of an advisory
vote on the compensation
of our named executive
officers. |
19,247,240 | 29,878 | 898,181 | 17,735 |
As a result of the shareholder vote:
(i) with respect to Proposal No. 1, Craig Barbarosh, Murray Brennan, M.D., George Bristol,
Patrick Cline, Ahmed Hussein, Russell Pflueger, Steven Plochocki, Sheldon Razin and Maureen Spivack
were elected to serve as directors.
(ii) Proposal No. 2 was approved.
(iii) Proposal No. 3 was approved.
(iv) the advisory vote on Proposal No. 4, the compensation of our named executive officers,
represented the following voting percentages of votes cast:
For: 99.27%; Against: 0.55% ; and Abstain: 0.16% .
The QSI Compensation Committee will take this advisory vote into consideration as part of its
compensation review and analysis.
(v) the advisory vote on Proposal No. 5, the frequency of an advisory vote on the compensation
of our named executive officers, represented the following voting percentages of votes cast:
One Year: 95.31%; Two Years: 0.14%; Three Years: 4.44%; Abstain: 0.08%.
Based on the results of this advisory vote, and consistent with the Boards recommendation, the
Board has determined to hold an advisory vote on executive compensation every year until the next
required advisory vote on the frequency of future advisory votes on executive compensation.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit 10.1 | Form of Restricted Stock Unit Agreement |
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SIGNATURES
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 hereunto duly authorized.
Date: August 15, 2011
QUALITY SYSTEMS, INC. | ||||||
By: | /s/ Paul Holt
|
|||||
Paul Holt Chief Financial Officer |
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