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The Razin Group Urges NextGen Healthcare Shareholders to Focus on the Urgent Need for Boardroom Change

By: via Business Wire

Believes Fellow Shareholders Have a Unique Opportunity at the 2021 Annual Meeting to Elect a Slate of Aligned, Diverse and Engaged Individuals With Open Minds and Value-Enhancing Ideas

Underscores the Contradictory Nature in Which ISS and Glass Lewis Recognize the Company's Six Years of Underperformance and Stagnation Under Chairman Jeffrey Margolis, Yet Recommend for a Continuation of the Status Quo

Urges Shareholders to Vote on the BLUE Proxy Card to Elect the Razin Group's Minority Slate and Reset the Balance of Power in the Company's Insular Boardroom

Sheldon Razin, who collectively with Lance Rosenzweig and the other participants in his solicitation (collectively, the "Razin Group") owns approximately 15.2% of the outstanding common shares of NextGen Healthcare, Inc. (NASDAQ: NXGN) ("NextGen Healthcare" or the "Company"), today addressed the reports issued by Institutional Shareholder Services, Inc. (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”), and reiterated the case for resetting the balance of power on NextGen Healthcare's nine-member Board of Directors (the "Board"). The Razin Group urges shareholders to vote on the BLUE Proxy Card at the Annual Meeting of Shareholders (the "Annual Meeting") on October 13, 2021, to elect its four-member slate, which includes Kenneth H. Fearn, Messrs. Razin and Rosenzweig, and Ruby Sharma. Please visit www.FixNextGen.com to download the Razin Group slate’s recent presentations.

Mr. Razin, the Company's largest shareholder, commented:

“As a long-term shareholder of the Company with more than 45 years of experience in the healthcare and technology industries, I have every confidence that NextGen Healthcare can grow and thrive under the right leadership. Lance and I took the extraordinary step of initiating this election contest because we know based on first-hand experience that Chairman Jeffrey Margolis and his hand-picked committee chairs are not the right leadership. They have shown over the past several years that they are incapable of ushering in a new era of accountability, incentivization and innovation.

ISS and Glass Lewis – both of whom have no capital at risk and no sense of the shareholder suffering at NextGen Healthcare – admitted in their respective reports that the Margolis Board has overseen six years of sustained share price underperformance relative to peers. For 19 consecutive quarters, the Company has promised to be on the precipice of major organic growth – yet no significant growth period has come to fruition. We are not convinced shareholders have been given anything more than circumstantial evidence to support the Company's claim that improved financial results are on the way. Unfortunately, it appears that the proxy advisory firms either glossed over the realities of the past six years or were fooled by the Margolis Board’s litany of excuses. Either way, I hope engaged shareholders are able to see through the Margolis Board's smoke screen and focus on one key question that I believe defines this election contest: can we do better in the boardroom after six years of dismal capital allocation, persistent underperformance and harmful governance under Mr. Margolis and his allies?

It is worth noting that if shareholders vote in the election of directors as recommended by ISS and Glass Lewis, the new Board will have no meaningful equity stake in the Company – as I will no longer be on the Board – and will be free to continue steadily increasing director fees and executive pay with no tangible improvements for shareholders. Moreover, if the Delaware reincorporation proposal is adopted, I believe the Margolis Board will become far more entrenched and even less accountable to shareholders than ever before. In my view, meaningful equity ownership representation on the Board is critical to strengthening the Company’s alignment with shareholders – especially in the face of years of poor decision-making by the Margolis Board."

Mr. Razin continued:

“I would like to thank my fellow shareholders for their engagement and consideration in recent weeks. I believe that our slate of director candidates possesses the right mix of industry knowledge, capital markets acumen and public company experience to work collaboratively with the incumbent directors and recent additions to the management team to ensure a smooth transition following this year’s Annual Meeting. I urge shareholders to recognize that we have a unique opportunity this year to reset the balance of power in the Company's insular boardroom as a new Chief Executive Officer joins the fray after six years of no real value creation. Let’s take collective action at this year’s Annual Meeting that establishes a culture of accountability and transparency. In my view, this is the only path toward producing significant value for all shareholders."

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