Nextgen Healthcare — Proxy Contest (September 2021)
17 slides from Nextgen Healthcare's proxy contest presentation, Sep 28, 2021
Slide 1: Setting the Record Straight
healthcare Setting the Record Straight +
Slide 2: Legal Disclosures
Legal Disclosures Certain Information Concerning the Participants NextGen Healthcare has filed a definitive proxy statement and supplement to the proxy statement (the “Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”), together with the associated WHITE proxy card attached to
Slide 3: Sheldon's Fight is About Self-Preservation, Self-Interests and De Facto Control
Fact: Sheldon’s Fight is About Self-Preservation, Advancing His Self-Interests and Taking De Facto Control Sheldon is a 47-year tenured director If the Company’s proposals are approved, Sheldon will no longer have the ability to preserve his Board seat, and that of another, in perpetuity Sheldon’s a
Slide 4: The Only Unmitigated Power is Sheldon's Ability to Appoint Himself and Another Director
Fact: The Only Unmitigated “Power” is Sheldon’s Ability to Appoint Himself and Another Director Indefinitely The Board is comprised of independent thinkers who are committed to acting in the best interests of ALL shareholders Of the Board’s nine director nominees, five are new to the Board since 201
Slide 5: Negative Total Shareholder Return Over Sheldon's Last 5 Years as Chair
Fact: NextGen Healthcare Had a NEGATIVE Total Shareholder Return Over Sheldon’s Last 5 Years as Chair CPSI: -14% MDRX: -28% CERN: +179% R2K Value: +46% ATHN: +308% NXGN: -54% -54% NXGN Under Sheldon, NextGen Healthcare underperformed its HCIT peers. In contrast, the Company outperformed HCIT peers u
Slide 6: Under New Leadership, Recurring Revenues Have Increased Substantially
Fact: Under New Leadership, Highly Valued Recurring Revenues Have Increased Substantially 91%+* 80% * % of FY21 Total Revenue Revenue Growth Dividend Yield Revenue Growth vs. Dividend Yield (FY06 – FY16) SaaS-based recurring revenues drive better margins long-term, enhance revenue predictability and
Slide 7: Strategic M&A Has Provided New Capabilities and Unlocked High-Growth Markets
Fact: Strategic M&A Has Provided New Capabilities and Unlocked High-Growth Markets Of the investments and M&A Sheldon pursued, most were failures $77M+ in write-offs Underperforming hospital business, which needed to be sold “NGNow” was discontinued Sheldon’s capital allocation favored dividends and
Slide 8: Sheldon Lost His Chairmanship Because He Tried to Sell the Company
Fact: Sheldon Lost His Chairmanship Because He Tried to Sell the Company Without Board Authorization In 2015, NextGen Healthcare’s business was deteriorating. Revenues and earnings were in decline Faced with this reality, Sheldon secretly tried to sell the Company without Board authorization Sheldon
Slide 9: The Board Embraces Diversity. Sheldon Does Not
Fact: The Board Embraces Diversity. Sheldon Does Not There was little diversity on the Board or on the executive leadership team when Sheldon was Chair Sheldon voted AGAINST: Julie Klapstein’s appointment as NextGen Healthcare's first female director to the Board despite her significant expertise, i
Slide 10: Sheldon's Nominees Do Not Have Healthcare Experience
Fact: Sheldon’s Nominees Do Not Have Healthcare Experience Lance Rosenzweig from Sheldon Razin’s Definitive Proxy Support.com, provider of customer and technical support solutions and security software (recently merged with bitcoin mining company Greenbridge) Boingo Wireless, wireless internet and c
Slide 11: Lance Rosenzweig is Not Qualified to Be CEO of NextGen Healthcare
Fact: Despite Sheldon’s Insistence, Lance Rosenzweig is Not Qualified to Be CEO of NextGen Healthcare “Individual investors have found their next short-squeeze target in little-known software company Support.com Inc...Investors on social-media platforms have recently discussed the potential for sett
Slide 12: Thoughtful Succession Process Resulted in Powerhouse Management Team and CEO
Fact: Board’s Thoughtful Succession Process Resulted in Powerhouse Management Team and World Class CEO Key hires over the past several years have resulted in a proven management team with the vision and expertise needed to advance our strategy and ensure we deliver results The strength of this team
Slide 13: Fact: Director Compensation is Fair and Appropriate
1 Includes full-year non-executive directors and excludes special one-time payments. Peer companies are as disclosed in the Company’s proxy and include ACI Worldwide, Allscripts Healthcare Solutions, Aspen Technology, Blackbaud, Castlight Health, Commvault Systems, Computer Programs & Systems, Fair
Slide 14: Fact: Executive Compensation is Structured to Support Recruitment, Retention and Performance
1 Includes NEOs Arnold, Metcalfe, and Linton 2 Total Target Compensation includes annualized base salary, target annual incentive and grant date fair value of long-term incentives Pay Program Motivates Value Creation Pay magnitude reasonable and in line with market for each position Pay mix emphasiz
Slide 15: Reincorporation Proposal Provides Important Benefits and Builds on Strong Governance
Fact: Reincorporation Proposal Provides Important Benefits and Builds on Existing Strong Governance Reflects Prevailing Standard >50% All U.S. publicly traded companies >66% All Fortune 500 companies >90% NextGen Healthcare peers Delaware is Constructive for Companies and Shareholders Widely respect
Slide 16: Elimination of Cumulative Voting Gives Shareholders an Equal Voice
Fact: Elimination of Cumulative Voting Gives Shareholders an Equal Voice We believe each director should represent ALL shareholders’ interests rather than just their self-interests Cumulative Voting Structure Promotes Sheldon’s Self-Interests Allows Sheldon to exercise disproportionate voting power,
Slide 17: Don't Be Misled by Sheldon – Vote FOR All Proposals on the WHITE Proxy Card
Don’t Be Misled by Sheldon – Don’t Let Him Derail the Company’s Progress To Protect Your Interests, the NextGen Healthcare Board of Directors Urges Shareholders to Vote “FOR” All Proposals on the WHITE Proxy Card Reincorporating in Delaware and Related Corporate Governance Proposals Eliminating Cumu