QUALITY SYSTEMS, INC. (NASDAQ:QSII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

QUALITY SYSTEMS, INC. (NASDAQ:QSII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On August 14, 2018, Quality Systems, Inc. (the “Company”) held its 2018 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 14, 2018, the Company’s Board approved the Company’s fiscal year 2019 Director Compensation Program, effective immediately.This program was approved upon the recommendation of the Company’s Compensation Committee.A description of the 2019 Director Compensation Program is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

On August 14, 2018, the Company held the Annual Meeting. As of June 18, 2018, the record date for the Annual Meeting, 64,185,586 shares of common stock were outstanding and entitled to vote at the Annual Meeting.At the Annual Meeting, 60,295,777 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 three 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”); and

3)

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019.

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 2019 Annual Meeting of Shareholders:Craig A. Barbarosh, George H. Bristol, 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

49,121,574

2,034,206

George H. Bristol

49,134,338

2,021,442

Rusty Frantz

50,586,357

569,423

Julie D. Klapstein

50,659,667

496,113

James C. Malone

50,640,406

515,374

Jeffrey H. Margolis

50,642,016

513,764

Morris Panner

48,427,872

2,727,908

Sheldon Razin

50,663,633

492,147

Lance E. Rosenzweig

50,657,634

498,146

There were 9,139,997 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

50,709,301

411,903

34,576

9,139,997

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, 2019 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 March31, 2019

59,428,834

835,260

31,683

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


QUALITY SYSTEMS, INC Exhibit
EX-10.1 2 qsii-ex101_7.htm EX-10.1 qsii-ex101_7.htm     Exhibit 10.1     Quality Systems,…
To view the full exhibit click here

About QUALITY SYSTEMS, INC. (NASDAQ:QSII)

Quality Systems, Inc. (QSI) primarily, through its NextGen Healthcare subsidiary, provides technology-based solutions and services to the ambulatory care market in the United States. The Company is engaged in developing and marketing software and services that automate certain aspects of practice management (PM) and electronic health records (EHR) for medical and dental practices. The Company operates through three segments: the NextGen Division, the RCM Services Division and the QSI Dental Division. It also provides implementation, training, support and maintenance for software and complementary services, such as revenue cycle management (RCM) and electronic data interchange (EDI). The Company’s clients include single and small practice physicians, networks of practices, such as physician hospital organizations (PHOs), management service organizations (MSOs), accountable care organizations (ACOs), ambulatory care centers, community health centers, and medical and dental schools.

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