UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On July 31, 2020, NextGen Healthcare, Inc. (the “Company”) notified The Nasdaq Stock Market (“Nasdaq”) that James C. Malone does not qualify as an “Independent Director” under Nasdaq Rule 5605(a)(2)(F) due to his son’s promotion to partner at PricewaterhouseCoopers LLP (“PwC”) on July 1, 2020 and has resigned from the audit and compensation committees of the Company’s board of directors (the “Board”) on July 29, 2020. PwC serves as the Company’s independent registered public accounting firm. On July 29, 2020, the Board accepted the resignation of Mr. Malone from the audit and compensation committees. Mr. Malone remains a member of the Board, but in a non-independent capacity and with no committee memberships.
The Board appointed Julie Klapstein as a member of the audit committee on July 29, 2020, following the resignation of Mr. Malone from the audit committee. The Board, along with the nominating and governance committee, determined that Ms. Klapstein is independent under Nasdaq Rule 5605(a)(2) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and satisfies the applicable Nasdaq rules for audit committee membership.
The Board appointed Morris Panner as a member of the compensation committee, effective on July 29, 2020, following the resignation of Mr. Malone from the compensation committee. The Board, along with the nominating and governance committee, determined that Mr. Panner is independent under Nasdaq Rule 5605(a)(2), including consideration of the additional factors relevant for compensation committee members, and satisfies the applicable Nasdaq rules for compensation committee membership.
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 5, 2020 | NEXTGEN HEALTHCARE, INC. | |||||
| By: | /s/ James R. Arnold, Jr. | |||||
| James R. Arnold, Jr. | ||||||
| Chief Financial Officer | ||||||
Document and Entity Information |
Jul. 31, 2020 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000708818 |
| Document Type | 8-K |
| Document Period End Date | Jul. 31, 2020 |
| Entity Registrant Name | NEXTGEN HEALTHCARE, INC. |
| Entity Incorporation State Country Code | CA |
| Entity File Number | 001-12537 |
| Entity Tax Identification Number | 95-2888568 |
| Entity Address, Address Line One | 18111 Von Karman Avenue |
| Entity Address, Address Line Two | Suite 800 |
| Entity Address, City or Town | Irvine |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92612 |
| City Area Code | (949) |
| Local Phone Number | 255-2600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock (Par Value $0.01) |
| Trading Symbol | NXGN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |