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MDRX > SEC Filings for MDRX > Form 8-K on 23-May-2014All Recent SEC Filings

Show all filings for ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

Form 8-K for ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.


23-May-2014

Change in Directors or Principal Officers, Submission of Ma


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


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