Nextgen Healthcare — Proxy Contest (September 2021)
15 slides from Nextgen Healthcare's proxy contest presentation, Sep 29, 2021
Slide 1: Addressing NextGen Healthcare's Diversions and Misrepresentations
ADDRESSING NEXTGEN HEALTHCARE’S DIVERSIONS AND MISREPRESENTATIONS PREPARED BY THE RAZIN GROUP SEPTEMBER 2021
Slide 2: Disclaimer
DISCLAIMER The materials contained herein (the “Materials”) represent the opinions of Sheldon Razin and the other participants named in his proxy solicitation (collectively, the “Razin Group”) and are based on publicly available information with respect to NextGen Healthcare, Inc. (the “Company”). T
Slide 3: The Margolis Board's Presentations Are Full of Consultant-Produced Attacks and Spin
THE MARGOLIS BOARD’S PRESENTATIONS ARE FULL OF CONSULTANT- PRODUCED ATTACKS AND SPIN Given that Chairman Jeffrey Margolis and his hand-picked committee chairs have an indefensible track record over the past six years, they are hinging their campaign on diversions, entrenchment maneuvers and excuses
Slide 4: The Margolis Board's Presentations Are Full of Consultant-Produced Attacks and Spin (Cont.)
THE MARGOLIS BOARD’S PRESENTATIONS ARE FULL OF CONSULTANT- PRODUCED ATTACKS AND SPIN (CONT.) What the Margolis Board’s presentations DO include… What the Margolis Board’s presentations DO NOT include… 9 An array of pledges about being on the precipice of value X Any acknowledgement of accountability
Slide 5: Distortion #1 – Board Is Blatantly Misrepresenting the Razin Group's Motivations
DISTORTION #1 – THE MARGOLIS BOARD IS BLATANTLY MISREPRESENTING THE RAZIN GROUP’S MOTIVATIONS The Razin Group has repeatedly stated that this contest is not about attaining boardroom control, reinstating a dividend or any short-term goals – to the contrary, Messrs. Razin and Rosenzweig want to estab
Slide 6: Distortion #2 – Board Is Peddling Falsehoods About Cumulative Voting
DISTORTION #2 – THE MARGOLIS BOARD IS PEDDLING FALSEHOODS ABOUT CUMULATIVE VOTING The Razin Group has proactively stated it will not invoke cumulative voting in this election, and supports a shareholder-friendly Delaware reincorporation that eliminates the Company’s use of cumulative voting altogeth
Slide 7: Distortion #3 – Board Is Relying on Misrepresentative Data to Paint a Rosy Revenue Picture
DISTORTION #3 – THE MARGOLIS BOARD IS RELYING ON MISREPRESENTATIVE DATA TO PAINT A ROSY REVENUE PICTURE The reality is that NextGen Healthcare’s revenue is lagging and has only grown 13% during the Margolis chairmanship – compared to an average 28% increase from the Company’s proxy peers during the
Slide 8: Distortion #4 – Board Is Making Outrageous Claims of Implementing a Successful M&A Strategy
DISTORTION #4 – THE MARGOLIS BOARD IS MAKING OUTRAGEOUS CLAIMS OF IMPLEMENTING A “SUCCESSFUL M&A STRATEGY” More than $200 million spent between 2016 and 2019 has done little more than conceal the Company’s anemic organic revenue growth The Company’s share price was higher in early 2016 – prior to th
Slide 9: Distortion #5 – Board Is Trying to Shamelessly Rewrite History and Smear Mr. Razin
DISTORTION #5 – THE MARGOLIS BOARD IS TRYING TO SHAMELESSLY REWRITE HISTORY AND SMEAR MR. RAZIN Since Mr. Razin’s chairmanship ended, NextGen Healthcare has actually cut ties with several diverse executives In fact, the Company’s seven highest paid executives are all white men and female executives
Slide 10: Distortion #6 – Board's "Thoughtful Succession Process" Left the Company Without a Leader
DISTORTION #6 – THE MARGOLIS BOARD’S “THOUGHTFUL SUCCESSION PROCESS” LEFT THE COMPANY WITHOUT A LEADER The Board ignored pleas to establish a CEO succession plan, which is why the Company had no CEO for multiple months this year It is an insult to shareholders for the Margolis Board to claim NextGen
Slide 11: Distortion #7 – No Evidence Supports Claim That Comp Policy Motivates Value Creation
DISTORTION #7 – THERE IS NO EVIDENCE TO SUPPORT THE MARGOLIS BOARD’S CLAIM THAT ITS COMP POLICY “MOTIVATES VALUE CREATION” During Craig Barbarosh’s tenure as Chair of the Compensation Committee, the Board has abandoned performance-based vesting in favor of straight share grants and ineffective grant
Slide 12: We Urge Shareholders to Focus on Our Slate's Value Proposition
WE URGE SHAREHOLDERS TO FOCUS ON OUR SLATE’S VALUE PROPOSITION Our slate possesses the exact mix of fresh perspectives and institutional knowledge that NextGen Healthcare needs in order to begin a new chapter of growth Kenneth H. Fearn Sheldon Razin Lance Rosenzweig Ruby Sharma • 25+ years of experi
Slide 13: We Urge Shareholders to Focus on Our Slate's Solutions
WE URGE SHAREHOLDERS TO FOCUS ON OUR SLATE’S SOLUTIONS NEXTGEN HEALTHCARE’S IMPEDIMENTS TO SUCCESS OUR SLATE’S CONSTRUCTIVE VISION Stagnation-Fueled Underperformance Prioritize Organic Growth & Margin Expansion - Deprioritize acquisitions for the next few quarters - Increase incentives for internal
Slide 14: Now Is the Time for Shareholders to Reset the Balance of Power in NextGen Healthcare's Boardroom
NOW IS THE TIME FOR SHAREHOLDERS TO RESET THE BALANCE OF POWER IN NEXTGEN HEALTHCARE’S BOARDROOM As David Sides steps into the Chief Executive Officer role, we have a unique opportunity to usher in a new day at NextGen Healthcare by ridding the Board of imperial directors who have already failed to
Slide 15: Vote the BLUE Card
VOTE THE BLUE CARD