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Time is Short. The NextGen Healthcare Board of Directors Urges Shareholders to Vote “FOR” All Proposals on the WHITE Proxy Card TODAY
ATLANTA–(BUSINESS WIRE)–
NextGen Healthcare, Inc. (Nasdaq: NXGN), a number one supplier of ambulatory-focused expertise options, right this moment introduced that main impartial proxy advisory corporations, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co (“Glass Lewis”), have beneficial that NextGen Healthcare shareholders use the Company’s WHITE proxy card and vote “FOR,” amongst different proposals:
The reincorporation of the Company to Delaware;
The elimination of cumulative voting in the election of administrators; and
The election of every of NextGen Healthcare’s director nominees.
Both ISS’s and Glass Lewis’s suggestions had been issued in reference to NextGen Healthcare’s 2021 Annual Meeting of Shareholders, scheduled to be held on October 13, 2021.
In making its suggestions, ISS acknowledged in its October 1, 2021 report1:
“On stability, the latest modifications to the board and administration seem adequate to place the firm in a stronger place to execute its technique to develop income by delivering an expanded product and service suite to current prospects.”
In making its suggestions, Glass Lewis acknowledged in its October 4, 2021 report1:
“Given the circumstances, we imagine shareholders will doubtless be finest served supporting the board’s present slate, one that already displays a major refreshment that consists of the Company’s recently-hired CEO and three different model new nominees.”
Also in the ISS report recommending that shareholders vote on the Company’s WHITE proxy card:
On the Company’s administration group:
“These two latest additions [David Sides and Sri Velamoor] to the government group have expressed a imaginative and prescient for the way the firm will execute the subsequent stage of its technique, and additional disruption in the boardroom could jeopardize the potential for fulfillment.”
“Recent additions to the government group could lastly assist to ship the income development that has constantly been on the horizon.”
On the Board’s actions to revitalize the Company after Sheldon Razin resigned as Chair:
“A turnaround technique seems to have been obligatory in 2015 when administration and the board management transitioned away from the dissident, partially on account of business developments and partially to deal with a few of the firm’s prior strategic errors, similar to the failed acquisitions inside the Hospital Solutions Division.”
“The board’s selections at that time, together with elevated funding in R&D and strategic M&A to deal with gaps in product choices, seem to have been prudent.”
“As anticipated, the shift from perpetual licenses to subscription income has created stress on the firm’s gross margin. Despite that, adjusted working margin has been shifting in the proper path since 2015…and the firm has been capable of report enhancements in its working margins regardless of elevated funding in R&D.”
ISS additionally acknowledges that NextGen Healthcare has “introduced in a extremely certified CEO, prioritized development by creating a brand new government function, and refreshed with three new board members who seem to have related expertise throughout suppliers, medical health insurance, life sciences, and enterprise software program.”
On Sheldon Razin:
“While it’s inconceivable to find out the reason behind this dysfunction from the exterior, it’s clear that the widespread denominator that has been at the middle of the proxy fights and has held the longest tenure on the board is Razin himself.”
On the Company’s company governance:
“The present board construction options quite a lot of provisions that are thought-about finest apply, together with annual reelection of all administrators, separation of chairman and CEO roles, majority vote normal for M&A and constitution and bylaw amendments, and shareholders’ proper to name particular conferences. Seven of the present eight board members are impartial.”
In recommending that shareholders vote “FOR” the elimination of cumulative voting:
“A majority vote normal ensures board accountability in uncontested elections.”
“Similarly, the proposed elimination of cumulative voting is suitable, on this case, due to the simultaneous proxy entry and director resignation coverage.”
“Given that there are voting gadgets on poll to offer for the safeguards obligatory if cumulative voting had been to be eliminated, assist for this proposal is warranted.”
In recommending that shareholders vote “FOR” the reincorporation to Delaware:
“On stability, the reincorporation could be favorable when it comes to its affect on shareholder rights.”
NextGen Healthcare issued the following assertion:
Both ISS’s and Glass Lewis’s suggestions additional validate our perception that efforts to revitalize the Company are working and that NextGen Healthcare is poised for accelerating development and shareholder worth creation.
Leadership has reworked NextGen Healthcare right into a market chief with a successful platform and exceptionally engaged workers.
A strong basis is now in place.
With our new CEO David Sides, NextGen Healthcare has a powerhouse administration group to make sure we seize our many market alternatives.
NextGen Healthcare’s director nominees have deep, various, related experience and are dedicated to serving the finest pursuits of ALL shareholders.
In brief, NextGen Healthcare has by no means been higher positioned for sustained success. We urge our shareholders to make sure we proceed our progress and can focus on the future, not the previous.
To comply with the suggestions of each ISS and Glass Lewis, shareholders ought to vote on the WHITE proxy card right this moment. NextGen Healthcare shareholders are suggested to discard any blue proxy playing cards they obtain from Sheldon Razin.
Time is brief. Please vote now in an effort to have your vote recorded promptly. Simply comply with the directions to vote by Internet on your WHITE proxy card or WHITE voting instruction kind out of your financial institution or brokerage agency. If you get e-mail supply of your proxy supplies, the e-mail will include a hyperlink or directions on how you can vote your shares.
Important:
Approving the reincorporation and cumulative voting proposals will successfully lead to giving NextGen Healthcare shareholders the alternative to vote “FOR” ALL candidates on the NextGen Healthcare slate of 9 director nominees underneath plurality voting, which is a “one share, one vote” normal. Eliminating cumulative voting offers essential advantages, together with guaranteeing that a dissident minority shareholder like Sheldon is unable to cumulate shares and override the will of the majority in the election of administrators.
Any shareholder with questions on the Annual Meeting or in
want of help in voting their shares ought to contact:
MacKenzie Partners, Inc.
[email protected]
Toll-Free: (800) 322-2885
Information about the assembly can be obtainable at www.nextgen.com/annual-meeting
About NextGen Healthcare, Inc.
NextGen Healthcare, Inc. (Nasdaq: NXGN) is a number one supplier of ambulatory-focused expertise options. We are empowering the transformation of ambulatory care—partnering with medical, behavioral and dental suppliers of their journey to value-based care to make healthcare higher for everybody. We transcend EHR and PM. Our built-in options assist improve medical productiveness, enrich the affected person expertise, and guarantee wholesome monetary outcomes. We imagine in higher. Learn extra at nextgen.com, and comply with us on Facebook, Twitter, LinkedIn, YouTube and Instagram.
Certain Information Concerning the Participants
NextGen Healthcare has filed a definitive proxy assertion and complement to the proxy assertion (the “Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”), along with the related WHITE proxy card hooked up to the Supplement, in reference to the solicitation of proxies for NextGen Healthcare’s 2021 Annual Meeting of Shareholders (the “Definitive Proxy Statement”). WE URGE SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND SUPPLEMENT (INCLUDING ANY OTHER AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT) AND ANY OTHER RELEVANT DOCUMENTS THAT NEXTGEN HEALTHCARE WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. NextGen Healthcare and sure of its administrators and government officers are members in the solicitation of proxies from shareholders in respect of the 2021 Annual Meeting. Information concerning the names of NextGen Healthcare’s administrators and government officers and their respective pursuits in NextGen Healthcare by safety holdings or in any other case are set forth in the Definitive Proxy Statement and Supplement. To the extent holdings of such members in NextGen Healthcare’s securities are usually not reported, or have modified since the quantities described, in the Definitive Proxy Statement, such modifications will probably be mirrored on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details regarding the nominees of NextGen Healthcare’s Board of Directors for election at the 2021 Annual Meeting are included in the Definitive Proxy Statement and Supplement.
Shareholders will be capable of receive, freed from cost, copies of the Definitive Proxy Statement, Supplement, another amendments or dietary supplements thereto and another paperwork when filed by NextGen Healthcare with the SEC in reference to the Annual Meeting at the SEC’s web site (http://www.sec.gov), at NextGen Healthcare’s web site (https://investor.nextgen.com), by emailing [email protected] or by calling MacKenzie Partners at (800) 322-2885.
Forward Looking Statements
This communication could include forward-looking statements inside the which means of the federal securities legal guidelines, together with however not restricted to, statements concerning future occasions together with however not restricted to the COVID-19 pandemic, developments in the healthcare sector and regulatory framework, the Company’s future efficiency, in addition to administration’s expectations, beliefs, intentions, plans, estimates or projections referring to the future (together with, with out limitation, statements regarding income, internet earnings, and earnings per share). Risks and uncertainties exist that could trigger the outcomes to vary materially from these set forth in these forward-looking statements. Factors that may trigger the anticipated outcomes to vary from these described in the forward-looking statements and further dangers and uncertainties are set forth in Part I, Item A of our most up-to-date Annual Report on Form 10-Ok and subsequently filed Quarterly Reports on Form 10-Q, together with however not restricted to: volatility and uncertainty in the world financial system, monetary markets and on our prospects in gentle of the persevering with COVID-19 pandemic, together with the potential (i) slowdown or shutdown of preventive and elective medical procedures, (ii) delay in the contracting for extra merchandise and providers by our prospects and (iii) delay in the gross sales cycle for brand spanking new prospects; a dedication by the jury that the Company has legal responsibility in litigation superior by a former director and shareholder; the quantity and timing of methods gross sales and installations; size of gross sales cycles and the set up course of; the risk that merchandise is not going to obtain or maintain market acceptance; seasonal patterns of gross sales and buyer shopping for conduct; affect of incentive funds underneath The American Recovery and Reinvestment Act on gross sales and the means of the Company to satisfy continued certification necessities; uncertainties associated to the future affect of U.S. tax reform; the affect of governmental and regulatory company investigations; the growth by opponents of recent or superior applied sciences; the timing, price and success or failure of recent product and service introductions, growth and product improve releases; undetected errors or bugs in software program; product legal responsibility; altering financial, political or regulatory influences in the health-care business; modifications in product-pricing insurance policies; availability of third-party merchandise and elements; aggressive pressures together with product choices, pricing and promotional actions; the Company’s means or incapacity to draw and retain certified personnel; the affect of any proxy contest at the 2021 Annual Meeting of Shareholders; potential regulation of the Company’s software program by the U.S. Food and Drug Administration; modifications of accounting estimates and assumptions used to arrange the prior intervals’ monetary statements; disruptions attributable to acquisitions of firms, merchandise, or applied sciences; the extent to which the COVID-19 pandemic and measures taken in response thereto may adversely have an effect on our monetary situation and outcomes of operations; and basic financial circumstances. A good portion of the Company’s quarterly gross sales of software program product licenses and laptop {hardware} is concluded in the final month of a fiscal quarter, usually with a focus of such revenues earned in the last ten enterprise days of that month. Due to those and different elements, the Company’s revenues and working outcomes are very tough to forecast. A significant portion of the Company’s prices and bills, similar to personnel and services, are of a hard and fast nature and, accordingly, a shortfall or decline in quarterly and/or annual revenues usually ends in decrease profitability or losses. As a consequence, comparability of the Company’s period-to-period monetary efficiency will not be essentially significant and shouldn’t be relied upon as an indicator of future efficiency. These forward-looking statements converse solely as of the date hereof. The Company undertakes no obligation to publicly replace any forward-looking statements, whether or not because of new data, future occasions or in any other case.
1 Permission to make use of quotes neither sought nor obtained
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Media Contact
Tami Stegmaier
(949) 237-6083
[email protected]
Barrett Golden / Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
[email protected]
Investor Relations Contact
Matthew Scalo
(415) 370-9202
[email protected]
Laurie Connell
(212) 378-7071
[email protected]
Daniel Burch
(212) 929-5748
[email protected]
Source: NextGen Healthcare, Inc.
