SEC Filing | Veradigm Inc.

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

Date: May 22, 2020

/s/ Brian P. Farley

Brian P. Farley

Executive Vice President, Chief Administrative Officer,

General Counsel and Corporate Secretary

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 21, 2020

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-35547

36-4392754

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 334-8534

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on which Registered

Common Stock, par value $0.01 per share

MDRX

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

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

At the Annual Meeting of Stockholders of Allscripts Healthcare Solutions, Inc. (the “Company”) held on May 21, 2020, the stockholders of the Company approved the amendment and restatement of the Allscripts Healthcare Solutions, Inc. 2019 Stock Incentive Plan (as amended and restated, the “Amended and Restated 2019 Stock Incentive Plan”). The amendment and restatement increases the available shares under the Amended and Restated 2019 Stock Incentive Plan by 3,900,000 shares. The foregoing summary is qualified in its entirety by reference to the complete text of the Amended and Restated 2019 Stock Incentive Plan, a copy of which is included as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of the Company held on May 21, 2020 (the “2020 Annual Meeting”), the stockholders of the Company voted on the following five proposals and cast their votes as described below:

1.	The individuals listed below were elected at the 2020 Annual Meeting to serve as directors of the Company until the next annual meeting of stockholders and until their successors are duly elected and qualified.


	For		Against		Abstain		Broker Non-Vote
Mara G. Aspinall		122,508,727		22,464,538		156,447		9,693,772
Paul M. Black		123,502,689		21,531,332		95,691		9,693,772
P. Gregory Garrison		123,595,810		21,373,887		160,015		9,693,772
Jonathan J. Judge		106,646,204		38,326,054		157,454		9,693,772
Michael A. Klayko		106,972,448		38,004,415		152,849		9,693,772
Dave B. Stevens		122,104,819		22,872,134		152,759		9,693,772
David D. Stevens		107,455,077		37,519,716		154,919		9,693,772

2.	A management proposal to approve an amendment and restatement of the Allscripts Healthcare Solutions, Inc. 2019 Stock Incentive Plan to increase the number of shares available for grant thereunder, as described in the Company’s proxy materials, was approved.


For	Against	Abstain	Broker Non-Vote
139,798,399	3,489,464	1,841,849	9,693,772

A management proposal to approve an amendment and restatement of the Allscripts Healthcare Solutions, Inc. Employee Stock Purchase Plan to increase the number of shares available for grant thereunder and to extend the expiration date of the plan, as described in the Company’s proxy materials, was approved.


For	Against	Abstain	Broker Non-Vote
144,107,945	874,715	147,052	9,693,772

4.	A management proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as described in the Company’s proxy materials, was approved.


For	Against	Abstain	Broker Non-Vote
153,531,583	883,296	408,605	0

5.	A non-binding, advisory resolution to approve the Company’s named executive officer compensation, as described in the Company’s proxy materials, was approved.


For	Against	Abstain	Broker Non-Vote
137,617,265	7,239,562	272,885	9,693,772

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Exhibit

Filing Date

10.1

Allscripts Healthcare Solutions, Inc. Amended and Restated 2019 Stock Incentive Plan

S-8

4.3

May 22, 2020

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.