UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
August 16, 2012
QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA (State or other jurisdiction of incorporation) | 001-12537 (Commission File Number) | 95-2888568 (IRS Employer Identification Number) |
18111 Von Karman, Suite 700
Irvine, California 92612
(Address of Principal Executive Offices)
(949) 255-2600
(Registrant’s Telephone Number, Including Area Code)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 23, 2012, the independent inspector of elections for the Quality Systems, Inc. (“QSI”) 2012 Annual Meeting of Shareholders held on August 16, 2012 (the “Annual Meeting”) delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below. This report amends the report on Form 8-K filed on August 22, 2012 reporting the preliminary results of the meeting.
QSI’s shareholders elected the following nominees to serve as directors of QSI for one year terms expiring at QSI’s 2013 Annual Meeting of Shareholders: Craig A. Barbarosh, George H. Bristol, Patrick B. Cline, Ahmed D. Hussein, D. Russell Pflueger, Steven T. Plochocki, Sheldon Razin, Lance E. Rosenzweig and Maureen A. Spivack.
The complete final tabulation of voting results for the election of directors is set forth below.
| Proposal No. 1 | Votes For | Votes Withheld | ||||||
| QSI Nominees | ||||||||
| Craig A. Barbarosh | 47,703,651 | 98,962 | ||||||
| George H. Bristol | 47,703,651 | 98,962 | ||||||
| Mark H. Davis | 0 | 98,962 | ||||||
| D. Russell Pflueger | 47,703,651 | 98,962 | ||||||
| Steven T. Plochocki | 47,703,651 | 98,962 | ||||||
| Sheldon Razin | 47,703,654 | 98,962 | ||||||
| Lance E. Rosenzweig | 47,703,651 | 98,962 | ||||||
| Maureen A. Spivack | 47,703,651 | 98,962 | ||||||
| Opposition Nominees: | ||||||||
| Ahmed D. Hussein | 51,301,168 | 382,562 | ||||||
| Murray F. Brennan, M.D. | 17,440,400 | 382,562 | ||||||
| Patrick B. Cline | 51,301,168 | 382,562 | ||||||
| John J. Mueller | 1,440,400 | 382,562 | ||||||
| Lieutenant General (Ret) John M. McDuffie | 5,440,400 | 382,562 | ||||||
| Thomas R. DiBenedetto | 1,440,400 | 382,562 | ||||||
| Ian A. Gordon | 1,440,400 | 382,562 | ||||||
There were 1,327,826 broker non-votes for Proposal No. 1.
QSI’s shareholders approved a resolution approving on a non-binding, advisory basis, the compensation of QSI’s named executive officers as disclosed in the proxy statement for the Annual Meeting by the votes indicated below:
| Proposal No. 2 | For | Against | Abstain | Broker Non-Votes | ||||
| Advisory vote approving the compensation of our named executive officers | 50,380,456 | 1,273,849 | 352,972 | 1,327,837 |
QSI’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as QSI’s independent auditors for the fiscal year ending March 31, 2013 by the votes indicated below:
| Proposal No. 3 | For | Against | Abstain | Broker Non-Votes | |||||||
| Ratification of the appointment of PricewaterhouseCoopers LLP as our independent public accountants for the fiscal year ending March 31, 2013 | 52,853,835 | 411,952 | 69,327 | 0 | |||||||
- 2 -
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.
Date: August 24, 2012
| QUALITY SYSTEMS, INC. | |||
| By: | /s/ James J. Sullivan | ||
| James J. Sullivan | |||
| Executive Vice President, General Counsel and Secretary | |||
- 3 -