SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant ☒ Filed by a Party other than the Registrant ☐
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|☐||Preliminary Proxy Statement|
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|☐||Soliciting Material under §240.14a-12|
NEXTGEN HEALTHCARE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NextGen Healthcare, Inc.
18111 Von Karman Avenue, Suite 800
Irvine, California 92612
ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD AUGUST 18, 2020
The following supplements the proxy statement for the 2020 Annual Meeting of Stockholders (the Proxy Statement) of NextGen Healthcare, Inc., a California corporation (the Company), to be held on August 18, 2020 (the Meeting), filed with the Securities and Exchange Commission (the SEC) on July 7, 2020.
James C. Malone resigned from the Audit and Compensation Committees of the Companys board of directors (the Board) on July 29, 2020 because Mr. Malone does not qualify as an Independent Director under The Nasdaq Stock Market (Nasdaq) Rule 5605(a)(2)(F) due to his sons promotion to partner at PricewaterhouseCoopers LLP (PwC) on July 1, 2020. PwC serves as the Companys 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.
Based on the definitions of independence established by SEC and Nasdaq rules and regulations and guidelines established in the Companys Bylaws (collectively, the Independence Rules), and the determinations of the Companys Nominating and Governance Committee and the Board, all of the Companys directors, other than John Rusty Frantz and Mr. Malone, are independent. The Companys Audit, Compensation and Nominating and Governance Committees are comprised entirely of independent directors under the applicable Independence Rules.