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
Date of Report
(Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
|
CALIFORNIA |
|
|
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Not Applicable
(Former Name or Former 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 Instructions A.2. below):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On August 15, 2019, NextGen Healthcare, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders elected to the Company’s Board of Directors (the “Board”), effective immediately, the slate of nominees recommended by the Board and set forth in the Company’s proxy statement for the Annual Meeting.
Adoption of Director Compensation Program
On August 15, 2019, the Company’s Board approved the Company’s fiscal year 2020 Director Compensation Program, effective immediately. This program was approved upon the recommendation of the Company’s Compensation Committee. A description of the 2020 Director Compensation Program is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Approval of Amendment to 2015 Equity Incentive Plan
As discussed below in Item 5.07, at the Annual Meeting the Company’s shareholders approved an amendment to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 3,575,000. A summary of the material terms of the 2015 Plan, as amended, are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 3, 2019. The summary is qualified in its entirety by reference to the text of the 2015 Plan, as amended, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
The form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement evidencing the grant of restricted stock awards to employees under the 2015 Plan, as amended, is attached hereto as Exhibit 10.3 and incorporated herein by reference. The form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement evidencing the grant of restricted stock awards to non-employee directors under the 2015 Plan, as amended, is attached hereto as Exhibit 10.4 and incorporated herein by reference. The form of Stock Option Grant Notice, Option Agreement, and Notice of Exercise evidencing the grant of options under the 2015 Plan, as amended, is attached hereto as Exhibit 10.5 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 15, 2019, the Company held the Annual Meeting. As of June 17, 2019, the record date for the Annual Meeting, 65,360,547 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 60,799,088 shares of common stock were present in person or represented by proxy. The Company’s shareholders were asked to consider and vote on the following four proposals:
|
|
1) |
To elect nine persons to serve as directors of the Company; |
|
|
2) |
To conduct an advisory vote to approve the compensation of the Company’s named executive officers (i.e., “Say-on-Pay”); |
|
|
3) |
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020; and |
|
|
4) |
To approve an amendment to our 2015 Equity Incentive Plan. |
The results of the shareholder votes are set forth below.
Proposal 1 – Election of Directors
The Company’s shareholders elected the following nominees to serve as directors of the Company for one year terms expiring at the Company’s 2020 Annual Meeting of Shareholders: Craig A. Barbarosh, George H. Bristol, John R. “Rusty” Frantz, Julie D. Klapstein, James C. Malone, Jeffrey H. Margolis, Morris Panner, Sheldon Razin and Lance E. Rosenzweig. The tabulation of voting results for the election of directors is indicated below:
|
Proposal No. 1 |
|
For |
|
Withheld |
|
Election of Directors |
|
|
|
|
|
Craig A. Barbarosh |
|
41,540,344 |
|
10,002,211 |
|
George H. Bristol |
|
41,557,713 |
|
9,984,842 |
|
John R. “Rusty” Frantz |
|
51,048,875 |
|
493,680 |
|
Julie D. Klapstein |
|
51,105,155 |
|
437,400 |
|
James C. Malone |
|
51,080,667 |
|
461,888 |
|
Jeffrey H. Margolis |
|
51,054,741 |
|
487,814 |
|
Morris Panner |
|
40,896,192 |
|
10,646,363 |
|
Sheldon Razin |
|
51,017,434 |
|
525,121 |
|
Lance E. Rosenzweig |
|
33,178,399 |
|
18,364,156 |
There were 9,256,533 broker non-votes for Proposal No. 1.
Proposal 2 – Say-on-Pay
The Company’s shareholders approved a resolution approving on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting by the votes indicated below (i.e., “Say-on-Pay”):
|
Proposal No. 2 |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
Advisory vote approving the compensation of the Company’s named executive officers |
|
50,074,902 |
|
1,407,702 |
|
59,951 |
|
9,256,533 |
Proposal 3 – Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending March 31, 2020 by the votes indicated below:
|
Proposal No. 3 |
|
For |
|
Against |
|
Abstain |
|
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2020 |
|
60,178,331 |
|
608,566 |
|
12,191 |
Proposal 4 – Amendment of 2015 Equity Incentive Plan
The Company’s shareholders approved an amendment of the Company’s 2015 Equity Incentive Plan to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 3,575,000, by the votes indicated below:
|
Proposal No. 4 |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
Amendment of 2015 Equity Incentive Plan |
|
35,961,375 |
|
15,565,870 |
|
15,310 |
|
9,256,533 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description |
|
10.1 * |
|
|
|
10.2 * |
|
NextGen Healthcare, Inc. 2015 Equity Incentive Plan, as amended. |
|
10.3 * |
|
|
|
10.4 * |
|
|
|
10.5 * |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* This exhibit is a management contract or compensatory plan or arrangement.
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 16, 2019 |
NEXTGEN HEALTHCARE, INC. |
|
|
|
|
|
|
|
By: |
/s/ James R. Arnold |
|
|
|
James R. Arnold |
|
|
|
Chief Financial Officer |