Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





Election of Directors


On August 18, 2020, NextGen Healthcare, Inc. (the "Company") held its 2020 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 18, 2020, the Company's Board approved the Company's fiscal year 2021 Director Compensation Program, effective immediately. This program was approved upon the recommendation of the Company's Compensation Committee. A description of the 2021 Director Compensation Program is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

On August 18, 2020, the Company held the Annual Meeting. As of June 25, 2020, the record date for the Annual Meeting, 66,712,695 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 58,822,074 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 four 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, 2021.



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 2021 Annual Meeting of Shareholders: Craig A. Barbarosh, George H. Bristol, John R. "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       44,059,913   11,371,896
George H. Bristol        43,949,787   11,482,022
John R. "Rusty" Frantz   54,742,764    689,045
Julie D. Klapstein       54,908,377    523,432
James C. Malone          54,761,685    670,124
Jeffrey H. Margolis      54,806,047    625,762
Morris Panner            42,645,697   12,786,112
Sheldon Razin            54,728,131    703,678
Lance E. Rosenzweig      54,894,215    537,594

There were 3,390,265 broker non-votes for Proposal No. 1.







Proposal 2 - Say-on-Pay


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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"):





                                                                                Broker
Proposal No. 2                                 For        Against    Abstain   Non-Votes

Advisory vote approving the compensation 53,630,683 1,711,521 89,605 3,390,265 of the Company's named executive officers

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, 2021 by the votes indicated below:





Proposal No. 3                                             For       Against   Abstain
Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's             58,064,944   721,797   35,333

independent public accountants for the fiscal year ending March 31, 2021

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description
10.1 *          Description of 2021 Director Compensation Program
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).



* This exhibit is a management contract or compensatory plan or arrangement.

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