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 22, 2014

 

 

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: (312) 506-1200

(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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 

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

(e)

Allscripts Healthcare Solutions, Inc. Incentive Plan

The Board of Directors (the “Board”) of Allscripts Healthcare Solutions, Inc. (the “Company”) previously adopted, subject to stockholder approval, the amendment and restatement of the Allscripts Healthcare Solutions, Inc. Incentive Plan (the “Incentive Plan”). The Company’s stockholders approved the amendment and restatement of the Incentive Plan at the Company’s Annual Meeting of Stockholders, which was held on May 22, 2014 (the “2014 Annual Meeting”).

The purpose of the Incentive Plan is to retain and motivate executive officers and other employees of the Company and its subsidiaries who are designated to participate in the Incentive Plan for a specified performance period (a “Performance Period”) by providing such designated officers and employees with the opportunity to earn incentive payments based upon the extent to which specific performance goals have been achieved or exceeded for that Performance Period. The Compensation Committee of the Board administers the Incentive Plan and is responsible for selecting the Incentive Plan’s participants, establishing the performance goals, certifying the results of the performance goals, and approving payouts under the Incentive Plan.

The foregoing brief description is qualified in its entirety by the text of the Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2014 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 2014 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  

Stuart L. Bascomb

      159,212,353         181,257         54,728         9,753,980   

Paul M. Black

      159,196,708         202,506         49,124         9,753,980   

Dennis H. Chookaszian

      149,516,698         9,876,466         55,174         9,753,980   

Robert J. Cindrich

      158,319,559         1,074,351         54,428         9,753,980   

Michael A. Klayko

      158,701,139         692,219         54,980         9,753,980   

Anita V. Pramoda

      159,226,047         170,196         52,095         9,753,980   

David D. Stevens

      158,317,013         1,076,458         54,867         9,753,980   

Ralph H. Thurman

      158,161,871         1,231,740         54,727         9,753,980   

2. 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, 2014, as described in the proxy materials, was approved.

 

For     Against     Abstain     Broker Non-Vote  
  169,072,101        63,615        66,602        0   

3. A management proposal to approve the amendment and restatement of the Incentive Plan, as described in the proxy materials, was approved.

 

For     Against     Abstain     Broker Non-Vote  
  156,349,261        3,044,921        54,156        9,753,980   

4. A management proposal to approve the amendment and restatement of the ESPP, as described in the proxy materials, was approved.

 

For     Against     Abstain     Broker Non-Vote  
  157,696,432        288,971        1,462,935        9,753,980   

5. A non-binding, advisory resolution to approve named executive compensation, as described in the proxy materials, was not approved.

 

For     Against     Abstain     Broker Non-Vote  
  71,817,195        86,505,101        1,126,042        9,753,980   

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

   

Description

10.1    Amended and Restated Allscripts Healthcare Solutions, Inc. Incentive Plan

 

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.

 

    ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Date: May 23, 2014    
    By:   /s/ Brian Farley
     

Brian P. Farley

SVP, General Counsel and Corporate Secretary