Two NextGen Healthcare Directors Nominate Four Additional Candidates for Election to the Board at 2021 Annual Meeting
Founder and Director
Cite Serious Concerns Regarding Imperial Chairman
Well-Rounded Slate of Additional Candidates Possesses Capital Markets Acumen, Corporate Governance Know-How, Diverse Backgrounds, and Healthcare and Technology Experience
Dear Fellow Shareholders,
As long-serving directors of
We have spent the past several months trying to build bridges with our fellow directors, including
In light of these issues, we feel compelled to take the extraordinary step of nominating a slate of additional director candidates that possesses fresh perspectives and modern healthcare and technology experience. We believe the Company’s shareholders deserve a Board that is diverse, innovation-focused and open-minded. In our view, an adequately refreshed and reinvigorated Board is essential to ending years of stagnation and underperformance relative to peers.
In addition to the two of us, the Razin slate includes the following four individuals:
Founder and current Managing Partner of
Integrated Capital LLC, a private equity real estate firm that has acquired more than $500 millionin assets since inception.
Former executive at
McKinsey & Company, where he advised an array of Fortune 200 companies on business plans and profitability strategies.
Former banker at
(NYSE: JPM), where he advised companies on an array of transactions. JPMorgan Chase & Co.
Currently serves on the
(NYSE: BHR) Board of Directors. Braemar Hotels & Resorts Inc.
Holds a Bachelor of Arts from the
University of California, Berkeleyand a Master of Business Administration from the Harvard University Graduate School of Business.
Current Senior Vice President of Customer Care at
Samsung Electronics America, a provider of electronics, information systems and appliances.
Former Senior Vice President of
Customer Support Servicesat (NYSE: CAH), a healthcare services and products company. Cardinal Health, Inc.
Former Senior Vice President of Global Call Center Operations at
(NYSE: AIG), a provider of insurance products for commercial, institutional and individual customers. American International Group, Inc.
Current Chairman Emeritus at the
Columbus Urban League, a non‐profit advocacy organization, and member of the Board of Directors of Leverage Network, an organization dedicated to promoting the advancement of African Americanexecutives on boards and in leadership roles in the healthcare industry.
Holds a Bachelor of Arts from the
University of Cincinnati.
Currently an Entrepreneur in Residence at the
California Institute of Technology.
Founder and former Chief Executive Officer of
Strobe, Inc., which created a 3D LiDAR vision system for the self-driving car before being sold to General Motors(NYSE: GM) in 2017.
Former Chief Executive Officer of
Perfect Market, Inc., where she managed an innovative team of engineers, designers, and marketing and sales professionals to provide digital publishing software for premium publishers.
Currently serves on the
(NYSE: SRT) Board of Directors. StarTek, Inc.
Holds a Bachelor of Science from
Tufts Universityand a Master of Business Administration from the Harvard University Graduate School of Business.
Currently Managing Partner of
RNB Strategic Advisors, which advises companies on transactions, financial due diligence for management buyouts, initial public offerings, joint ventures and restructurings.
- Former EY Partner for more than a decade, who built and developed the firm’s governance services practice for boards of directors and c-level executives.
Former executive at other top accounting and audit firms, including
Grant Thornton GmbHin Europe.
Holds a Bachelor of Arts from
Delhi Universityand attended the Executive Program at Northwestern University’s Kellogg School of Management.
It is important to stress that we have no desire to obtain boardroom control or perpetually serve as directors. To the contrary, we simply want to start installing a new generation of highly-qualified Board members that can help the business thrive when we depart and well into the future. One of our primary goals has always been to leave the Company with a foundation for sustained success and long-term value creation. We have no confidence that a Margolis-led Board will be able to put the Company on the right path towards operational excellence with appropriate oversight and accountability.
You may be aware that the Company recently announced its own incremental, self-directed Board refreshment. This appears to be a reactionary and self-serving attempt on the part of certain incumbents to further concentrate their control. We suspect that this announcement was timed to preempt our call for sorely-needed change. Nonetheless, we hope shareholders objectively assess all of the candidates in the weeks to come and ultimately support the individuals best equipped to pursue enduring value.
In closing, we want to affirmatively state that we have no interest in engaging in a rancorous public election contest. We are consensus builders and entrepreneurs – not activist investors. We are already starting to work with our slate to prepare a facts-based evaluation of NextGen Healthcare’s current challenges and a thoughtful strategic plan for positioning the Company to achieve the results shareholders so desperately deserve. As we do this, both of us will remain ready and willing to directly engage with the Company about the substantive changes that are still needed in the boardroom.
Certain Information Concerning the Participants
MR. RAZIN STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, MR. RAZIN WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO MR. RAZIN’s PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
As of the date hereof,