UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant þ
Filed by a
Party other than the Registrant o
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appropriate box:
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Preliminary Proxy
Statement
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Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material Pursuant to
§240.14a-12
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Quality
Systems, Inc.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
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GLASS LEWIS RECOMMENDS SHAREHOLDERS VOTE
THE WHITE PROXY CARD IN SUPPORT OF ALL QUALITY SYSTEMS BOARD
NOMINEES
IRVINE,
Calif. – August 25, 2008 – Quality Systems, Inc. (Nasdaq: QSII) announced today
that Glass Lewis, a leading proxy advisory service, has recommended that
shareholders vote for all of the company’s Board of Directors nominees at
Quality Systems’ annual meeting of shareholders on September 4,
2008. Glass Lewis also advised shareholders to vote against a
proposal offered by dissident shareholder Ahmed Hussein, which would require the
company to amend the definition of “independent director” in its corporate
bylaws.
In
recommending that shareholders vote with management for the director nominees
George Bristol, Patrick Cline, Philip N. Kaplan, Vincent J. Love, Russell
Pflueger, Steven T. Plochocki, Sheldon Razin and Robert L. Smith, the report
cited the company’s positive, long-term financial performance accomplished
primarily under the leadership of the company’s Board nominees and current
management team. The report also cited Mr. Hussein’s lack of a strategic plan
and decision not to attend certain committee meetings during his tenure as a
Board member as a reasons not to support his director nominee slate. Glass Lewis
also dismissed Mr. Hussein’s criticism of the company’s compensation practices
by awarding Quality Systems an “A” grade for its “excellent pay-for-performance
practices.”
In its analysis, Glass Lewis noted:
“…considering the recent transition of leadership at the Company, as well as the
absence of an alternative operating plan from the Dissident, shareholders should
allow the executive team the opportunity to create positive
change.”
The Glass Lewis report also analyzed the
proposal offered by Mr. Hussein relating to the company’s definition of
“independent director.” The report stated: “Prohibiting any director who
previously served as CEO of the Company may prevent the Company from benefiting
from the knowledge and expertise of a director with substantial knowledge of the
Company” and advised shareholders to vote against this
proposal.
Steven Plochocki, Chief Executive
Officer of Quality Systems, said, “We are pleased that a well-respected,
independent third party such as Glass Lewis has carefully reviewed the voting
alternatives and recommends that shareholders vote for the company’s director
nominees and against the dissident’s proposed bylaw change. Glass Lewis’ support
for our Board nominees is a strong endorsement of the company’s financial and
operational performance and the pro-shareholder policies that have guided our
efforts. We believe this is the right Board to partner with management to
continue to build value for our shareholders.”
The Company urges all shareholders to
vote the WHITE proxy card today. For more information and voting instructions,
Quality Systems shareholders should visit:
www.qsi2008proxy.com/
About
Quality Systems, Inc.
Quality
Systems, Inc. and its NextGen Healthcare Information Systems subsidiary develop
and market computer-based practice management, patient records, and connectivity
and other applications and services for medical and dental group practices.
Visit www.qsii.com and www.nextgen.com for additional information.
SAFE
HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:
Statements
made in this release, the proxy statements filed with the Securities and
Exchange Commission (“Commission”), communications to shareholders, press
releases and oral statements made by our representatives that are not historical
in nature, or that state our or management’s intentions, hopes, beliefs,
expectations or predictions of the future, may constitute “forward-looking
statements” within the meaning of Section 21E of the Securities and Exchange Act
of 1934, as amended. Forward-looking statements can often be identified by the
use of forward-looking terminology, such as “could,” “should,” “will,” “will
be,” “will lead,” “will assist,” “intended,” “continue,” “believe,” “may,”
“expect,” “hope,” “anticipate,” “goal,” “forecast,” “plan,” or “estimate” or
variations thereof or similar expressions. Forward-looking statements are not
guarantees of future performance.
Forward-looking
statements involve risks, uncertainties and assumptions. It is important to note
that any such performance and actual results, financial condition or business,
could differ materially from those expressed in such forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, the risk factors discussed under “Risk Factors” in our Annual Report
on Form 10-K for fiscal year ended March 31, 2008, as well as factors discussed
elsewhere in this and other reports and documents we file with the Commission.
Other unforeseen factors not identified herein could also have such an effect.
We undertake no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
in future operating results, financial condition or business over time unless
required by law. Interested persons are urged to review the risks described
under “Risk Factors” and in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our Annual Report on Form 10-K for
fiscal year ended March 31, 2008, as well as in our other public disclosures and
filings with the Commission.
On August
4, 2008, Quality Systems filed its definitive proxy statement and began the
process of mailing its definitive proxy statement, together with a WHITE proxy card. Shareholders
are strongly advised to read Quality System’s proxy statement as it contains
important information. Shareholders may obtain an additional copy of Quality
System’s definitive proxy statement and any other documents filed by Quality
Systems with the Commission for free at the Internet website maintained by the
Commission at www.sec.gov.
Copies of Quality Systems proxy materials may be requested by contacting
our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 toll-free or by
email at qualitysystems@mackenziepartners.com. Detailed information
regarding the names, affiliations and interests of individuals who are
participants in the solicitation of proxies of Quality System's shareholders is
available in Quality System's definitive proxy statement filed with the
Commission on August 4, 2008.
Contact:
Investors:
Quality
Systems, Inc.
Paul Holt,
CFO
949-255-2600
www.qsii.com
or
CCG
Investor Relations
Sean
Collins, Senior Partner
310-477-9800
www.ccgir.com
Media
Contact:
The
Abernathy MacGregor Group
Tom
Johnson/Winnie Lerner
(212)
371-5999