UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
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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(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):
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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)) |
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. ☐
Explanatory Note
On December 30, 2019, NextGen Healthcare, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) under Item 5.02 to report that, on December 26, 2019, the Compensation Committee of the Company’s Board of Directors had approved grants of restricted stock and performance stock unit awards for the following executive officers of the Company: James R. Arnold, Jr., Executive Vice President and Chief Financial Officer; David A Metcalfe, Executive Vice President and Chief Technology Officer; and Jeffrey D. Linton, Executive Vice President, General Counsel and Secretary.
The Company is filing this Form 8-K/A as an amendment (“Amendment No. 1”) to the Original Form 8-K to correct the number of shares that may be issued pursuant to the performance stock unit awards. The relevant sentence in the Original 8-K stated as follows: “The number of shares to be issued may vary between 50% and 150% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved.” The corrected relevant sentence states as follows: “The number of shares to be issued may vary between 42.5% and 172.5% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved.” No other changes have been made to the Original Form 8-K. The entire Item 5.02 disclosure, as corrected, appears below.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 26, 2019, the Compensation Committee of the Board of Directors of NextGen Healthcare, Inc. (the “Company”) approved grants of restricted stock and performance stock unit awards for the Company’s executive officers in the following amounts:
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James R. Arnold, Jr., Executive Vice President and Chief Financial Officer: 65,360 shares of restricted stock; 51,503 performance stock units |
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David A. Metcalfe, Executive Vice President and Chief Technology Officer: 51,442 shares of restricted stock; 39,547 performance stock units |
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Jeffrey D. Linton, Executive Vice President, General Counsel and Secretary: 33,293 shares of restricted stock; 23,912 performance stock units |
The shares of restricted stock vest over three years from the date of grant in semi-annual increments as follows: 16.66% vest at 6 months, 16.66% vest at 12 months, 16.66% vest at 18 months, 16.66% vest at 24 months, 16.66% vest at 30 months, and 16.7% vest at 36 months, subject to continued service through each vesting date. The performance stock unit awards vest only in the event certain performance goals are achieved and there is continuous service through the date the goals are certified. Approximately 80% of the performance stock units are tied to the Company’s fiscal year 2021 revenue goal and 20% are tied to the Company’s fiscal year 2022 revenue goal. Performance stock unit awards funded for fiscal year 2021 and fiscal year 2022 revenue performance will be modified for cumulative 3-year total shareholder return (“TSR”) on the three-year grant anniversary, which is also the cliff vest date. The number of shares to be issued may vary between 42.5% and 172.5% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved. The awards will be subject to the terms and conditions of the Company’s Amended 2015 Equity Incentive Plan.
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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.
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Date: January 31, 2020 |
NEXTGEN HEALTHCARE, INC. |
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By: |
/s/ Jeffrey D. Linton |
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Jeffrey D. Linton |
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General Counsel and Secretary |
Document and Entity Information |
Dec. 26, 2019 |
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| Cover [Abstract] | |
| Amendment Flag | true |
| Amendment Description | The Company is filing this Form 8-K/A as an amendment (“Amendment No. 1”) to the Original Form 8-K to correct the number of shares that may be issued pursuant to the performance stock unit awards. The relevant sentence in the Original 8-K stated as follows: “The number of shares to be issued may vary between 50% and 150% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved.” The corrected relevant sentence states as follows: “The number of shares to be issued may vary between 42.5% and 172.5% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved.” No other changes have been made to the Original Form 8-K. The entire Item 5.02 disclosure, as corrected, appears below. |
| Entity Central Index Key | 0000708818 |
| Document Type | 8-K/A |
| Document Period End Date | Dec. 26, 2019 |
| 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 |