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

Date of Report
(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
(Registrant’s 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

EX-10.1

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 QSI’s 2012 Director Compensation Program (“2012 Program”). The RSU Agreement sets forth certain terms and conditions in connection with the Board’s 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 grantee’s ability to sell, transfer, assign, pledge or otherwise encumber or dispose of the vested restricted stock unit (or the underlying shares of the Company’s 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 QSI’s 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 Board’s 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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INDEX TO EXHIBITS

Exhibit
Number	Description
Exhibit 10.1	Form of Restricted Stock Unit Agreement

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EX-10.1

Exhibit 10.1

QUALITY SYSTEMS, INC.

OUTSIDE DIRECTOR’S

RESTRICTED STOCK UNIT AGREEMENT

GRANTED UNDER THE QUALITY SYSTEMS, INC.
SECOND AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN

     THIS OUTSIDE DIRECTOR’S RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated and effective as of August 11, 2011 (the “Grant Date”), by and between Quality Systems, Inc., a California corporation (the “Company”), and [__________] (“Grantee”), is entered into as follows:

     WHEREAS, Grantee is an outside director of the Company; and

     WHEREAS, the Company has established the Quality Systems, Inc. Second Amended and Restated 2005 Stock Option and Incentive Plan (the “Plan”), a copy of which has previously been provided to Grantee; and

     WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company has established a compensation program (the “Program”) for the outside directors of the Company that includes the grant of restricted stock units evidencing the right to receive an equal number of shares in the Company’s common stock (“Common Stock”); and

     WHEREAS, under the terms of the Program, Grantee shall be granted restricted stock units pursuant to this Agreement and subject to the restrictions stated below.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Grant of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to Grantee [_________] restricted stock units (“Restricted Stock Units”) evidencing the equivalent number of shares of Common Stock. As used herein, a “Restricted Stock Unit” is a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent in value to one outstanding share of Common Stock of the Company. The Restricted Stock Units shall be used solely as a device for the determination of any payment to eventually be made to the Grantee if and when such Restricted Stock Units vest and become earned pursuant to Section 2 below. The Restricted Stock Units create no fiduciary duty to the Grantee and shall create only a contractual obligation on the part of the Company to make payments, subject to vesting and the other terms and conditions hereof. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. No assets have been secured or set aside by the Company with respect to this grant and, if amounts become payable to the Grantee pursuant to this Agreement, the Grantee’s rights with respect to such amounts shall be no greater than the rights of any general unsecured creditor of the Company.

     2. Vesting Schedule. The Restricted Stock Units shall vest in two equal annual installments, each on the next two annual meetings of shareholders (and each referred to herein as a “Vesting Date”) subject to earlier vesting as set forth in Section 3, below. Payment of vested Restricted Stock Units shall be made as soon as administratively practicable after vesting. Settlement will be made by payment in shares of Common Stock in accordance with the Plan. Restricted Stock Units that are earned and vested pursuant to this Agreement shall be paid in an equivalent number of whole shares of Common Stock (with any fractional Restricted Stock Units credited in respect of the Restricted Stock Units that are paid rounded down to the nearest whole number of shares of Common Stock).

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     3. Restrictions. No portion of the Restricted Stock Units, the shares issued pursuant to the Restricted Stock Units, or rights granted hereunder may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Grantee during the period beginning on the Vesting Date of that portion of the Restricted Stock Units and ending the day prior to the one year anniversary of the Vesting Date of that portion of the Restricted Stock Units. In the event of a meeting of shareholders immediately following which a director that previously received Restricted Stock Units under the Program is no longer a member of the Company’s Board, then any unvested Restricted Stock Units, or shares issued pursuant to the Restricted Stock Units held by such director, and restricted by this Section 3, shall immediately vest and become transferrable.

     4. Shareholder Rights. Until the Vesting Date, Grantee shall not have the rights of a shareholder with respect to the Restricted Stock Units.

     5. Taxes.

     (a) Grantee hereby acknowledges that he or she has reviewed with his or her own tax advisors the tax consequences of receiving the Restricted Stock Units. Grantee represents to the Company that he or she is relying solely on such advisors and not on any statements or representations of (i) the Company, (ii) its officers, directors or employees, or (iii) its or their respective agents or representatives.

     (b) Grantee shall be liable for any and all taxes, including withholding taxes, arising out of this grant of Restricted Stock Units. The Company shall not be required to deliver any Restricted Stock Units or to recognize any purported transfer of the Restricted Stock Units or its underlying shares until all applicable withholding obligations are satisfied. Grantee is ultimately liable and responsible for all taxes owed by Grantee in connection with the Restricted Stock Units, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock Units. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance or settlement of the Restricted Stock Units (or its underlying shares) or the subsequent sale or transfer of any of the shares underlying the Restricted Stock Units. The Company does not commit and is under no obligation to structure the Restricted Stock Units award or program to reduce or eliminate Grantee’s tax liability.

     6. Securities Law Compliance. The Company will use its reasonable commercial efforts to assure that the shares issued pursuant to the Restricted Stock Units are registered under federal securities laws. However, no shares underlying the Restricted Stock Units will be issued pursuant to Grantee’s award if such issuance would otherwise constitute a violation of any applicable federal or state securities laws or regulations or the requirements of The NASDAQ Global Select Market or any stock exchange or other market on which the Common Stock is then quoted or listed for trading. The inability of the Company to obtain approval from any regulatory body deemed necessary by the Company for the lawful issuance of any shares underlying the Restricted Stock Units hereunder shall defer the Company’s obligation with respect to the issuance of such shares until such approval has been obtained. Grantee understands Grantee’s responsibilities to report the grant and future disposition of the Restricted Stock Units and its underlying shares under the applicable provisions of the Securities Exchange Act of 1934, as amended.

     7. Miscellaneous.

     (a) The grant of Restricted Stock Units or another award to Grantee under the Plan in any one year, or at any time, does not obligate the Company to make a grant in any future year or

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in any given amount and should not create an expectation that the Company might make a grant in any future year or in any given amount.

     (b) The Company shall not be required (i) to transfer on its books any shares issued pursuant to the Restricted Stock Units that have been sold or transferred in violation of any of the provisions set forth in this Agreement or in the Plan, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

     (c) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

     (d) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to Grantee at Grantee’s address then on file with the Company.

     (e) This Agreement shall not be construed so as to grant Grantee any right to remain as a director of or consultant to the Company.

     (f) The parties agree that neither the Company nor any of its affiliates shall have any further obligation to Grantee relating to the grant of stock or other equity-based incentive compensation except as stated herein and under the terms of the Program.

     (g) This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except (i) with the consent of the Committee and the Board; and (ii) by a written instrument duly executed by the Company and Grantee.

     (h) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted heirs, personal representatives, successors and assigns. The terms of this Agreement shall in all respects be subject to the terms of the Plan and the Program. In the event of a conflict between the terms of this Agreement and the Plan and/or Program, the terms of the Plan and/or Program (as the case may be) shall control. In the event of a conflict between the terms of the Plan and the Program, the terms of the Plan shall control. In accordance with the Plan, Grantee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee or the Board of Directors upon any questions arising under the Plan or this Agreement.

     (i) The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort or reference to the conflicts-of-laws rules of that or any other state.

     (j) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

     8. Remaining Terms. The remaining terms and conditions of Grantee’s award are governed by the Plan, and Grantee’s award is also subject to all interpretations, amendments, rules, regulations and decisions that may from time to time be adopted under the Plan.

[signature page follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Outside Director’s Restricted Stock Units Agreement effective as of the date first set above.

COMPANY:	QUALITY SYSTEMS, INC.,
	a California corporation
	By:	/s/ James J. Sullivan, Secretary
	James J. Sullivan, Secretary
	Address:
	18111 Von Karman Avenue, Suite 700
	Irvine, CA 92612
	Facsimile #: 949-255-2610
	Email: pholt@qsii.com (Corporate Secretary)

     I, the undersigned Grantee, hereby acknowledge and accept the foregoing terms and conditions of the Restricted Stock award evidenced hereby. I also acknowledge and agree that the foregoing sets forth the entire understanding between the Company and me regarding my entitlement to receive the shares of Restricted Stock subject to such award and supersedes all prior oral and written agreements on that subject.

GRANTEE:
	(signature of Grantee)
	[NAME]

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