Time is Short. The NextGen Healthcare Board of Directors Urges Shareholders to Vote “FOR” All Proposals on the WHITE Proxy Card TODAY
- The reincorporation of the Company to
- The elimination of cumulative voting in the election of directors; and
- The election of each of NextGen Healthcare’s director nominees.
Both ISS’s and Glass Lewis’s recommendations were issued in connection with NextGen Healthcare’s 2021 Annual Meeting of Shareholders, scheduled to be held on
In making its recommendations, ISS stated in its
- “On balance, the recent changes to the board and management appear sufficient to put the company in a stronger position to execute its strategy to grow revenue by delivering an expanded product and service suite to existing customers.”
In making its recommendations, Glass Lewis stated in its
- “Given the circumstances, we believe shareholders will likely be best served supporting the board’s current slate, one that already reflects a significant refreshment that includes the Company’s recently-hired CEO and three other brand new nominees.”
Also in the ISS report recommending that shareholders vote on the Company’s WHITE proxy card:
On the Company’s management team:
- “These two recent additions [
David Sidesand Sri Velamoor] to the executive team have expressed a vision for how the company will execute the next stage of its strategy, and further disruption in the boardroom may jeopardize the potential for success.”
- “Recent additions to the executive team may finally help to deliver the revenue growth that has consistently been on the horizon.”
On the Board’s actions to revitalize the Company after
- “A turnaround strategy appears to have been necessary in 2015 when management and the board leadership transitioned away from the dissident, partially due to industry developments and partially to address some of the company's prior strategic mistakes, such as the failed acquisitions within the Hospital Solutions Division.”
- “The board's decisions at that time, including increased investment in R&D and strategic M&A to address gaps in product offerings, appear to have been prudent.”
- “As expected, the shift from perpetual licenses to subscription revenue has created pressure on the company's gross margin. Despite that, adjusted operating margin has been moving in the right direction since 2015…and the company has been able to report improvements in its operating margins despite increased investment in R&D.”
- ISS also recognizes that
NextGen Healthcarehas “brought in a highly qualified CEO, prioritized growth by creating a new executive role, and refreshed with three new board members who appear to have relevant experience across providers, health insurance, life sciences, and enterprise software.”
- “While it is impossible to determine the cause of this dysfunction from the outside, it is clear that the common denominator that has been at the center of the proxy fights and has held the longest tenure on the board is Razin himself.”
On the Company’s corporate governance:
- “The current board structure features a number of provisions that are considered best practice, including annual reelection of all directors, separation of chairman and CEO roles, majority vote standard for M&A and charter and bylaw amendments, and shareholders' right to call special meetings. Seven of the current eight board members are independent.”
In recommending that shareholders vote “FOR” the elimination of cumulative voting:
- “A majority vote standard ensures board accountability in uncontested elections.”
- “Similarly, the proposed elimination of cumulative voting is appropriate, in this case, because of the simultaneous proxy access and director resignation policy.”
- “Given that there are voting items on ballot to provide for the safeguards necessary if cumulative voting were to be removed, support for this proposal is warranted.”
In recommending that shareholders vote “FOR” the reincorporation to
- “On balance, the reincorporation would be favorable in terms of its impact on shareholder rights.”
Both ISS’s and Glass Lewis’s recommendations further validate our belief that efforts to revitalize the Company are working and that
- Leadership has transformed
NextGen Healthcareinto a market leader with a winning platform and exceptionally engaged employees.
- A robust foundation is now in place.
- With our new CEO
David Sides, NextGen Healthcarehas a powerhouse management team to ensure we capture our many market opportunities.
- NextGen Healthcare’s director nominees have deep, diverse, relevant expertise and are committed to serving the best interests of ALL shareholders.
To follow the recommendations of both ISS and Glass Lewis, shareholders should vote on the WHITE proxy card today.
Time is short. Please vote now in order to have your vote recorded promptly. Simply follow the instructions to vote by Internet on your WHITE proxy card or WHITE voting instruction form from your bank or brokerage firm. If you get email delivery of your proxy materials, the email will contain a link or instructions on how to vote your shares.
Approving the reincorporation and cumulative voting proposals will effectively result in giving
Any shareholder with questions about the Annual Meeting or in
need of assistance in voting their shares should contact:
Toll-Free: (800) 322-2885
Information about the meeting is also available at www.nextgen.com/annual-meeting
Certain Information Concerning the Participants
Shareholders will be able to obtain, free of charge, copies of the Definitive Proxy Statement, Supplement, any other amendments or supplements thereto and any other documents when filed by
Forward Looking Statements
This communication may contain forward-looking statements within the meaning of the federal securities laws, including but not limited to, statements regarding future events including but not limited to the COVID-19 pandemic, developments in the healthcare sector and regulatory framework, the Company's future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future (including, without limitation, statements concerning revenue, net income, and earnings per share). Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements and additional risks and uncertainties are set forth in Part I, Item A of our most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, including but not limited to: volatility and uncertainty in the global economy, financial markets and on our customers in light of the continuing COVID-19 pandemic, including the potential (i) slowdown or shutdown of preventive and elective medical procedures, (ii) delay in the contracting for additional products and services by our customers and (iii) delay in the sales cycle for new customers; a determination by the jury that the Company has liability in litigation advanced by a former director and shareholder; the volume and timing of systems sales and installations; length of sales cycles and the installation process; the possibility that products will not achieve or sustain market acceptance; seasonal patterns of sales and customer buying behavior; impact of incentive payments under The American Recovery and Reinvestment Act on sales and the ability of the Company to meet continued certification requirements; uncertainties related to the future impact of
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