Item 1.01. Entry into a Material Definitive Agreement.

Reincorporation Merger



On October 13, 2021 (the "Effective Date"), NextGen Healthcare, Inc., a
California corporation ("NextGen California" or, prior to the Reincorporation
(as defined below), the "Company"), effected the change of the Company's
jurisdiction of incorporation from California to Delaware (the
"Reincorporation") by merging (the "Reincorporation Merger") with a direct
wholly owned subsidiary, NextGen Healthcare, Inc., a Delaware corporation
("NextGen Delaware" or, following the Reincorporation, the "Company"), pursuant
to an Agreement and Plan of Merger (the "Reincorporation Merger Agreement"),
dated as of October 13, 2021, by and between NextGen California and NextGen
Delaware, which is attached hereto as Exhibit 2.1 and incorporated by reference
herein. NextGen California shareholders approved the Reincorporation Merger to
effect the Reincorporation at the Annual Meeting of Shareholders held on
October 13, 2021 (the "Annual Meeting"). As a result of the Reincorporation,
(i) NextGen California has ceased to exist, (ii) NextGen Delaware automatically
inherited the reporting obligations of NextGen California under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and (iii) NextGen
Delaware is deemed to be the successor issuer to NextGen California.

The common stock, par value $0.01 per share, of NextGen California (the "NextGen
California Common Stock") was listed for trading on the NASDAQ Global Select
Market and traded under the symbol "NXGN." As of the Effective Date, this
symbol, without interruption, represents shares of common stock, par value $0.01
per share, of NextGen Delaware (the "NextGen Delaware Common Stock"). There was
no change in the Exchange Act File Number assigned by the Securities and
Exchange Commission (the "Commission") as a result of the Reincorporation.

As of the Effective Date, the rights of the Company's stockholders began to be
governed by the General Corporation Law of the State of Delaware (the "DGCL"),
the Certificate of Incorporation of NextGen Delaware attached hereto as Exhibit
3.1, which is incorporated by reference herein (the "Delaware Certificate") and
the Bylaws of NextGen Delaware attached hereto as Exhibit 3.2, which is
incorporated by reference herein (the "Delaware Bylaws").

Other than the change in corporate domicile, the Reincorporation did not result
in any change in the business, physical location, management or the financial
condition of the Company, nor did it result in any change in location of its
current employees, including management. On the Effective Date, (i) the board of
directors of NextGen Delaware was reconstituted as described in Item 5.02 of
this Current Report on Form 8-K, and the officers of NextGen California prior to
the Reincorporation continued as the officers of NextGen Delaware after the
Reincorporation, (ii) each outstanding share of NextGen California Common Stock
was automatically converted into one share of NextGen Delaware Common Stock, and
(iii) all of NextGen California's employee benefit and compensation plans
immediately prior to the Reincorporation were continued by NextGen Delaware, and
each outstanding equity award relating to shares of NextGen California Common
Stock was converted into an equity award relating to an equivalent number of
shares of NextGen Delaware Common Stock on the same terms and subject to the
same conditions. Beginning at the effective time of the Reincorporation, unless
surrendered and exchanged for certificates representing shares of NextGen
Delaware Common Stock, each certificate representing NextGen California Common
Stock was deemed for all corporate purposes to evidence ownership of NextGen
Delaware Common Stock.

With respect to the rights of holders of NextGen Delaware Common Stock, the
Delaware Certificate, the Delaware Bylaws and the DGCL provide for many of the
same rights and obligations as did the Restated Articles of Incorporation of
NextGen California, the Fourth Amended and Restated Bylaws of NextGen California
and the California Corporations Code for the holders of NextGen California
. . .

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers: Election of Directors;


           Appointment of Certain Officers: Compensatory Arrangements of

Certain


           Officers.

Officers and Directors of NextGen Delaware

The executive officers of NextGen California immediately prior to the Reincorporation Merger became the executive officers of NextGen Delaware immediately following the Reincorporation Merger, and each executive officer has continued his or her employment with the Company under the same terms and position or positions as his or her directorship or employment with NextGen California immediately prior to the Effective Date.



At the Effective Date, the board of directors of NextGen Delaware was
reconstituted such that the nine director nominees that received a plurality of
the votes represented by the proxies and votes received at the Annual Meeting
were appointed by the sole director of NextGen Delaware (the "Sole Director") as
the directors of NextGen Delaware following the Reincorporation Merger as if a
plurality voting standard had applied, following which the Sole Director
resigned as director of NextGen Delaware. Information regarding the nine members
of the NextGen Delaware board is set forth in the Proxy Statement.

In addition, the standing committees of the board of directors of the Company
(Audit, Compensation and Nominating & Governance) will consist of the same
standing committees of the board of directors of NextGen California, and the
membership of each committee has not yet been determined by the board of
directors of the Company.

Amended and Restated 2015 Equity Incentive Plan

As described in Item 5.07 of this Current Report on Form 8-K, the Company's shareholders approved an amendment and restatement of the Company's 2015 Equity Incentive Plan at the Annual Meeting (the "A&R Plan").



For a description of the terms and conditions of the A&R Plan, see "Proposal 5:
Amendment and Restatement of 2015 Amended Equity Incentive Plan" in the Proxy
Statement, which description is incorporated herein by reference.

The foregoing description of the A&R Plan and the description of the A&R Plan
contained in the Proxy Statement are each qualified in their entirety by
reference to the full text of the A&R Plan, a copy of which is attached hereto
as Exhibit 10.1 and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.




On October 13, 2021, the Company held the Annual Meeting. Set forth below are
each of the matters submitted to a vote of the Company's shareholders at the
Annual Meeting, and the certified voting results reported by the independent
inspector of elections, First Coast Results, Inc. ("First Coast"). As of the
close of business on September 2, 2021, the record date for the Annual Meeting,
67,332,144 shares of NextGen California Common Stock were outstanding and
entitled to vote at the Annual Meeting. Based on the tabulation of the voting
results from First Coast, 59,119,477 shares of NextGen California Common Stock
were present in person or represented by proxy at the annual meeting,
representing 87.8% of the shares of NextGen California Common Stock entitled to
be voted.

--------------------------------------------------------------------------------

The results of the shareholder votes are set forth below.

Proposal 1 - Reincorporation of the Company in the State of Delaware



The Company's shareholders approved a resolution proposing the reincorporation
of the Company in the State of Delaware pursuant to a merger with and into a
wholly-owned subsidiary of the Company (the "Reincorporation") by the votes
indicated below:



                                                                                              Broker
Proposal No. 1                                   For            Against        Abstain      Non-Votes
Resolution proposing the Reincorporation       47,930,703       10,863,118

49,625 325,113

Proposal 2A - Provisions Limiting Stockholders' Right to Call Special Meetings

The Company's shareholders rejected a resolution proposing the approval of provisions in the Delaware Certificate and Delaware Bylaws of NextGen Delaware limiting the Company's stockholders' right to call special meetings of stockholders by the votes indicated below:





                                                                                              Broker
Proposal No. 2A                                  For            Against        Abstain      Non-Votes
Resolution proposing the approval of
provisions in the Delaware Certificate and
Delaware Bylaws of NextGen Delaware
limiting the Company's stockholders' right
to call special meetings of stockholders       23,470,259       35,315,943

57,244 325,114

Proposal 2B - Provisions to Allow the Filling of Board Vacancies Solely by Majority of Remaining Directors



The Company's shareholders rejected a resolution proposing the approval of a
provision in the Delaware Certificate providing that vacancies occurring on the
Board of Directors and newly created directorships may be filled solely by a
majority of the remaining directors voting by the votes indicated below:



                                                                                              Broker
Proposal No. 2B                                 For            Against         Abstain      Non-Votes
Resolution proposing the approval of a
provision in the Delaware Certificate
providing that vacancies occurring on the
Board of Directors and newly created
directorships may be filled solely by a
majority of the remaining directors           29,291,521       29,421,185

130,740 325,113

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Proposal 2C - Provision Disallowing Cumulative Voting

The Company's shareholders approved a resolution proposing the approval of a provision disallowing cumulative voting by the votes indicated below:





                                                                                              Broker
Proposal No. 2C                                  For            Against        Abstain      Non-Votes
Resolution proposing the approval of a
provision disallowing cumulative voting        46,611,094       12,180,489

51,862 325,114

Proposal 2D - Provision Permitting Board Size to be Fixed Solely by Resolution of Board of Directors



The Company's shareholders rejected a resolution proposing the approval of a
provision in the Delaware Certificate providing that the total number of
directors constituting the Board of Directors may be fixed solely by resolution
of the Board of Directors by the votes indicated below:



                                                                                              Broker
Proposal No. 2D                                  For            Against        Abstain      Non-Votes
Resolution proposing the approval of a
provision in the Delaware Certificate
providing that the total number of
directors constituting the Board of
Directors may be fixed solely by
resolution of the Board of Directors           32,989,681       25,787,774

65,811 325,113

Proposal 2E - Provision Limiting Forum for Certain Intracorporate Claims to Courts in the State of Delaware



The Company's shareholders approved a resolution proposing the approval of a
provision of the Delaware Certificate providing that, unless NextGen Delaware
consents in writing to the selection of an alternate forum, certain
intracorporate claims may be brought exclusively in the Delaware Court of
Chancery (or, if such court lacks subject matter jurisdiction, the other state
or federal courts in the State of Delaware) by the votes indicated below:



                                                                                              Broker
Proposal No. 2E                                 For            Against         Abstain      Non-Votes
Resolution proposing the approval of a
provision of the Delaware Certificate
providing that, unless NextGen Delaware
consents in writing to the selection of
an alternate forum, certain
intracorporate claims may be brought
exclusively in the Delaware Court of
Chancery (or, if such court lacks subject
matter jurisdiction, the other state or
federal courts in the State of Delaware)      37,512,205       21,194,662

136,579 325,113

Proposal 2F - Provision Requiring Causes of Action under the Securities Act to be Brought Exclusively in Federal District Courts in the United States



The Company's shareholders approved a resolution proposing the approval of a
provision of the Delaware Certificate requiring any complaint asserting a cause
of action under the Securities Act to be brought exclusively in the federal
district courts of the United States by the votes indicated below:



                                                                                              Broker
Proposal No. 2F                                  For            Against        Abstain      Non-Votes
Resolution proposing the approval of a
provision of the Delaware Certificate
requiring any complaint asserting a cause
of action under the Securities Act to be
brought exclusively in the federal
district courts of the United States           37,685,451       21,097,541

60,455 325,112

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Proposal 2G - Provision for Proxy Access for Director Nominees by Stockholders



The Company's shareholders approved a resolution proposing the approval of a
provision in the Delaware Bylaws providing proxy access for director nominees by
stockholders by the votes indicated below:



                                                                                              Broker
Proposal No. 2F                                  For            Against        Abstain      Non-Votes
Resolution proposing the approval of a
provision in the Delaware Bylaws providing
proxy access for director nominees by
stockholders                                   48,143,365       10,642,921       57,160        325,113


Proposal 3 - Say-on-Pay

The Company's shareholders rejected a resolution approving on a non-binding,
advisory basis, the compensation of the Company's named executive officers as
disclosed in the proxy statement for the Annual Meeting by the votes indicated
below (i.e., "Say-on-Pay"):



                                                                                               Broker
Proposal No. 3                                 For            Against          Abstain       Non-Votes
Advisory vote to approve the
compensation for our named executive
officers (i.e., "Say-on-Pay")                16,702,178       40,268,587

1,871,678 325,116

Proposal 4 - Appointment of Independent Registered Public Accounting Firm



The Company's shareholders ratified the appointment of PricewaterhouseCoopers
LLP as the Company's independent auditors for the fiscal year ending March 31,
2022 by the votes indicated below:



                                                                                               Broker
Proposal No. 4                                    For            Against        Abstain       Non-Votes
Resolution proposing the ratification of
the appointment of PricewaterhouseCoopers
LLP as our independent registered public
accounting firm for the fiscal year ending
March 31, 2022                                  58,661,778        402,492

104,291 N/A

--------------------------------------------------------------------------------

Proposal 5 - Amendment and Restatement of 2015 Equity Incentive Plan

The Company's shareholders approved the amendment and restatement of the Company's 2015 Equity Incentive Plan by the votes indicated below:





                                                                                              Broker
Proposal No. 5                                  For            Against         Abstain      Non-Votes
Resolution proposing the approval of the
amendment and restatement of the
Company's 2015 Equity Incentive Plan          44,248,450       14,454,724

140,271 325,115

Proposal 6A - Election of Directors



The Company's shareholders elected the following nominees to serve as directors
of the Company for terms expiring at the Company's 2022 Annual Meeting of
Stockholders: Craig A. Barbarosh, George H. Bristol, Julie D. Klapstein, Jeffrey
H. Margolis, Dr. Geraldine McGinty, Morris Panner, Dr. Pamela Puryear, Darnell
Dent and David Sides. The tabulation of voting results for the election of
directors is indicated below:



                                                            Broker
                            For            Withheld       Non-Votes
Company Nominees

Craig A. Barbarosh        33,224,933       10,842,338        325,109

George H. Bristol         43,637,633          429,638        325,109

Julie D. Klapstein        58,775,519           67,933        325,109

Jeffrey H. Margolis       34,977,943        9,089,328        325,109

Dr. Geraldine McGinty     58,774,604           68,848        325,109

Morris Panner             42,619,815        1,447,456        325,109

Dr. Pamela Puryear        58,779,967           63,485        325,109

Darnell Dent              58,767,784           66,668        325,109

David Sides               58,781,962           61,490        325,109

Razin Group Nominees



Sheldon Razin             14,764,862           11,319              0

Lance E. Rosenzweig       14,767,023            9,158              0

Kenneth H. Fearn, Jr.     14,767,023            9,158              0

Ruby Sharma               14,767,023            9,158              0

Item 8.01. Other Events.




On October 13, 2021, the Company issued a press release announcing the voting
results at the Annual Meeting based on a preliminary vote count. A copy of the
Company's press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits. The following Exhibits are filed herewith as part of this report:



Exhibit
  No.       Description

2.1           Agreement and Plan of Merger, dated October 13, 2021, by and between
            NextGen Healthcare, Inc., a California corporation, and NextGen
            Healthcare, Inc., a Delaware corporation.

3.1           Certificate of Incorporation of NextGen Healthcare, Inc., a Delaware
            corporation.

3.2           Bylaws of NextGen Healthcare, Inc., a Delaware corporation.

4.1           Form of Certificate for Shares of Common Stock of NextGen
            Healthcare, Inc., a Delaware corporation.

10.1          NextGen Healthcare, Inc. Amended and Restated 2015 Equity Incentive
            Plan.

99.1          Press Release dated as of October 13, 2021.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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