UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the “Board”) of Computer Programs and Systems, Inc. (the “Company”) adopted an amendment and restatement of the Computer Programs and Systems, Inc. 2019 Incentive Plan (as amended and restated, the “Amended and Restated Plan”) on March 10, 2022 and submitted the Amended and Restated Plan for stockholder approval at the 2022 Annual Meeting of Stockholders of the Company on May 12, 2022 (the “2022 Annual Meeting”). The Company’s stockholders approved the Amended and Restated Plan at the 2022 Annual Meeting. The Amended and Restated Plan increased the number of shares of the Company’s common stock available for issuance under the 2019 Incentive Plan by 1,085,000 shares.
The description of the terms of the Amended and Restated Plan contained herein and in the Company’s Proxy Statement on Schedule 14A (the “2022 Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2022 is qualified in its entirety by the copy of the Amended and Restated Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s 2022 Annual Meeting was held on May 12, 2022. Summarized below are descriptions of the matters voted on at the 2022 Annual Meeting and the final results of such voting:
Proposal 1 – Election of Three Class II Directors. The stockholders elected each of the director nominees to serve as a Class II director until the Company’s 2025 Annual Meeting of Stockholders and until a successor has been duly elected and qualified. The three nominees were current Class II directors of the Company who were re-elected. The result of the vote taken at the 2022 Annual Meeting was as follows:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| J. Boyd Douglas |
12,185,296 | 278,284 | 755 | 907,689 | ||||
| Charles P. Huffman |
11,718,021 | 744,477 | 1,837 | 907,689 | ||||
| Denise W. Warren |
12,335,482 | 128,478 | 375 | 907,689 |
Proposal 2 – Approval of the Amendment and Restatement of the 2019 Incentive Plan. The stockholders approved the adoption of the Amended and Restated Plan. The result of the vote taken at the 2022 Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 11,745,254 | 711,381 | 7,700 | 907,689 |
Proposal 3 – Advisory Vote on Executive Compensation. The stockholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2022 Proxy Statement in accordance with the compensation disclosure rules of the Commission. The result of the vote taken at the 2022 Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 12,264,489 | 187,957 | 11,889 | 907,689 |
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Proposal 4 – Ratification of Appointment of Independent Registered Public Accountants. The stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accountants of the Company for the year ending December 31, 2022. The result of the vote taken at the 2022 Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 12,992,359 | 378,478 | 1,187 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit Number |
Description | |
| 10.1 | Computer Programs and Systems, Inc. Amended and Restated 2019 Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
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.
| COMPUTER PROGRAMS AND SYSTEMS, INC. | ||||||
| Date: May 13, 2022 | By: | /s/ J. Boyd Douglas | ||||
| J. Boyd Douglas | ||||||
| President and Chief Executive Officer | ||||||
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