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 (Amendment No.          )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Allscripts Healthcare Solutions, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Allscripts Healthcare Solutions, Inc.
222 Merchandise Mart Plaza, Suite 2024
Chicago, Illinois 60654

Allscripts Healthcare Solutions, Inc.
222 Merchandise Mart Plaza, Suite 2024
Chicago, Illinois 60654

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2020

To the stockholders of Allscripts Healthcare Solutions, Inc.:

Notice is hereby given that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 21, 2020, at 9:00 a.m. Central time at the Company’s principal executive offices, located at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654,¹ for the following purposes:

1. To elect the seven directors named in the accompanying proxy statement, each to serve until the Company’s25, 2021 Annual Meeting of Stockholders and until their successors are duly elected, subject to earlier resignation or removal;

2. To approve the amendment and restatement of the Allscripts Amended and Restated 2019 Stock Incentive Plan;

3. To approve the amendment and restatement of the Allscripts Employee Stock Purchase Plan;

4. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020;

5.  To approve, on an advisory basis, the Company’s named executive officer compensation; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Directors of the Company unanimously recommends a vote FOR each director nominee and FOR each of Proposals 2, 3, 4 and 5.

These items are described more fully in the accompanying proxy statement. Only stockholders of record as of the close of business on March 27, 2020 are entitled to receive notice of, to attend, and to vote at the Annual Meeting.

Sincerely,

Brian P. Farley

Executive Vice President, Chief Administrative Officer,

General Counsel and Corporate Secretary

Chicago, Illinois
April 6, 2020

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

The Company’s Proxy Statement for the 20202021 Annual Meeting of Stockholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192020 are available at: www.proxyvote.com.

YOUR VOTE IS IMPORTANT. PLEASE EXERCISE YOUR STOCKHOLDER RIGHT TO VOTE AS SOON AS POSSIBLE, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.

Table of Contents

Allscripts Healthcare Solutions, Inc i

PROXY STATEMENT
FOR
20202201 ANNUAL MEETING OF STOCKHOLDERS OF

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.INC.

GENERAL INFORMATIONGeneral Information

Why am I receiving these materials?

Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the Company’s 20202021 Annual Meeting of Stockholders (the(including any adjournment(s) or postponement(s) thereof, the “Annual Meeting”), to be held on Thursday,Tuesday, May 21, 202025, 2021 at 9:00 a.m., Central time, and at any postponement(s) or adjournment(s) thereof.time. The Annual Meeting will be a virtual-only meeting held atsolely by means of live audio webcast. If you have properly registered and been verified, you will be able to virtually attend the Company’s principal executive offices, located at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654.Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting http://viewproxy.com/AllscriptsHealthcareSolutions/2021.

TheseThe proxy materials were first sent or made available to the Company’s stockholders on or about April 6, 2020.15, 2021. You are invited to virtually attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement (this “Proxy Statement”).

What is included in these proxy materials?

These proxy materials include:

If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

What items will be voted on at the Annual Meeting?

The Company is aware of fivethree items on which stockholders may vote at the Annual Meeting:

Will any other business be conducted at the meeting?

The Company knows of no matters to be submitted to the Company’s stockholders at the Annual Meeting, other than the proposals referred to in this Proxy Statement. If any other matters come before the Company’s stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

General Information

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to its stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to its stockholders. All stockholders will have the ability to access the proxy materials on the website indicated in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or how to request a printed set may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Company encourages its stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and reduce the cost to the Company associated with the physical printing and mailing of materials.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials?

The Company has adopted an SEC-approved procedure called “householding.” Under this procedure, the Company may deliver a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same address, unless the Company has received contrary instructions from one or more of the stockholders. This procedure reduces the environmental impact of the Company’s annual meetings and reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon request, the Company will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholder at a shared address to which the Company delivered a single copy of any of these documents.

To receive free of charge a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report, or separate copies of any future notice, proxy statement, or annual report, stockholders may write or call the Company at: Allscripts Healthcare Solutions, Inc., 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, Attention: Investor Relations,Corporate Secretary, or (800) 334-8534.(312) 447-2495.

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact the Company using the mailing address or telephone number above. Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to use the Internet to view the Company’s proxy materials for the Annual Meeting and instruct the Company to send future proxy materials to you by e-mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who may vote at the Annual Meeting?

Each share of the Company’s common stock has one vote on each matter.item of business at the Annual Meeting (including one vote for each set up for election at the Annual Meeting with respect to Proposal One). Only stockholders of record as of the close of business on March 27, 202026, 2021 (the “Record Date”) are entitled to receive notice of, to attend, and to vote on the Annual Meeting. As of the Record Date, there were 161,897,197140,625,519 shares of the Company’s common stock issued and outstanding. In addition to stockholders of record of the Company’s common stock, beneficial owners of shares held in street name as of the Record Date can vote using the methods described below.

Each share of the Company’s common stock has one vote on each item of business at the Annual Meeting.Allscripts Healthcare Solutions, Inc 2

General Information

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?“street name”?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Broadridge Investor Communication Solutions, Inc. (“Broadridge”), you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name.“Street Name”. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and a Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee, or other nominee how to vote your shares.

If I am a stockholder of record of the Company’s shares, how do I vote?

If you are a stockholder of record, there are four ways to vote:

Allscripts Healthcare Solutions, Inc 7

Directors

Board Skills and Qualifications

The Board and the Nominating Committee believe the skills, qualities, attributes, and experience of the nominees provide the Company with business acumen and a diverse range of perspectives to engage each other and the Company’s management to address effectively the Company’s evolving needs and represent the best interests of the Company’s stockholders. The biographies below describe the skills, qualities, attributes, and experience of the nominees that led the Board and the Nominating Committee to determine that it is appropriate to nominate these directors.

Mara G. Aspinall

Allscripts Healthcare Solutions, Inc currently serves as President and Chief Executive Officer of HealthCatalysts Group, a private healthcare consulting firm, and Managing 8

Directors

Director of BlueStone Venture Partners, a life science-focused venture capital firm focused in the U.S. Southwest. Ms. Aspinall currently serves as a director of Orasure Technologies, Castle Biosciences and Abcam plc, along with other privately-held healthcare technology and medical insurance companies. Ms. Aspinall formerly served as a director of Safeguard Scientifics. From September 2011 until June 2014, Ms. Aspinall was the President and Chief Executive Officer of the Ventana Medical Systems and the Global Head of Roche Tissue Diagnostics, a global leader in the development and commercialization of tissue-based cancer diagnostics. Prior to 2011, Ms. Aspinall served as President of Genzyme Pharmaceuticals and Genzyme Genetics, a leading esoteric drug manufacturer and genetic test provider worldwide, respectively. Among other qualifications, Ms. Aspinall brings extensive international experience and operational expertise in the healthcare technology industry and is frequently recognized as an industry leader and pioneer with a focus on personalized medicine. Ms. Aspinall is certified in Board Oversight of Cybersecurity through the National Association of Corporate Directors and Carnegie Mellon University.Biographies

Paul M. Black is the Chief Executive Officer and a director of Allscripts. As Chief Executive Officer, Mr. Black guides the Company’s vision to fulfill its global commitment to build “Open”, connected communities of health.

Allscripts Healthcare Solutions, Inc 9

Directors

Allscripts Healthcare Solutions, Inc 10

Directors

Allscripts Healthcare Solutions, Inc 11

Corporate Social Responsibility

Allscripts is a Place Where Technology Meets Humanity.

Together, we’re building a better world.
Together, we’re making it All Possible.

SUPPORTING OUR COMMUNITIES

Allscripts encourages all associates, no matter where they are in the world, to dedicate one day every year to volunteer with an organization of their choice by providing a paid GiveBack volunteer day.  In 2020, our associates volunteered their time and donated funds to causes that feed the hungry, build homes, donate blood, provide disaster relief, educate the next generation, comfort the elderly and so much more. Our charitable commitment is as individual as we are. We supported Make-A-Wish foundation and Ronald McDonald House Charities, Go Red Day for the American Heart Association and Bake-off for Cancer in the UK, Habitat for Humanity and No Kid Hungry.

When we worked collectively, our impact was felt worldwide. Our offices around the world organized more than 25 separate food drives and fundraisers for local organizations supporting those facing hunger in 2020 and through our Global Virtual Food Drive we raised over $50,000 to more than 200 organizations in 7 countries over the course of one month.  Communities supporting and caring for each other – the essence of connecting.

SUPPORTING OUR ASSOCIATES

Our employees are our lifeblood and we recognize that attracting, retaining and developing talent at all levels is vital to continuing our success and sustainability. We aim to create an inclusive, respectful and open work environment and culture comprising talented employees of diverse backgrounds, in which our employees can grow and advance their careers, with the overall goal of developing, expanding and retaining our workforce to support our business. We strive to sustain a work environment in which each employee’s perspective, background, skills and abilities are valued in support of our mission.  We invest in our employees through high-quality benefits and various health and wellness initiatives and offer competitive compensation packages.

We actively seek opportunities for regular engagement, communication and transparency by our senior executive leaders with our broader associate workforce. Our CEO reviews overall Company results with employees and leaders at all levels and engages in actions that are aimed at removing barriers to engagement. We regularly solicit feedback through surveys and other mechanisms to gain insights into workplace engagement, what motivates employees to do their best work and overall employee satisfaction. With belief in our associates’ skills and a continuous focus on their development, we were able to fill 59% of our management openings through internal promotion during 2020, increasing to 71% during the last half of the year.

Advancing Diversity, Equity and Inclusion

Allscripts Healthcare Solutions, Inc 12

Corporate Social Responsibility

Since 2017, Allscripts GenNext program has been helping young professionals at Allscripts develop socially, professionally and civically.  It has helped to educate employees and broaden their perspective on potential career paths and business unit’s objectives and provide networking, exposure and leadership opportunities that otherwise may not be easily available. In 2020, GenNext hosted a variety of webinars to help its members transition to working from home while still championing and advocating for their career goals. Associates helped to send virtual cards to nursing homes, engaged with virtual sessions to combat stress, participated in LinkedIn training and ultimately increased engagement by 41%.

Safety and Health Policy

At Allscripts, we believe the foundation of our success lies with safeguarding our associates, communities and clients, along with the environments in which they work.  This is an integral part of our corporate belief system, and why we actively promote environmental health and safety excellence throughout our organization.  Allscripts pledges to maintain a safe and healthy workplace for all associates by conducting business and regular assessments that are consistent with our corporate standards and applicable safety and health regulations. To further enhance the health and safety of associates, Allscripts also offers comprehensive resources and training, including specialty programs like active shooter training, blood pressure monitors and an active lifestyle incentive program.

In March 2020, in response to the severity of the COVID-19 pandemic, Allscripts leadership positions in sales, product marketingimmediately took action to protect associates, shifting all operations to a remote working environment and professional services. Mr. Black has served on multiple publicly-traded, private companycanceling all nonessential travel.  Allscripts also established a cross-functional emergency response team—consisting of representatives from various functions including business units, safety, security, medical, facilities, HR, IT legal and nonprofit boards of directors for companies in healthcare information technology, patient monitoring, healthcare services, health care delivery, healthcare device and consumer internet marketing. In Kansas City, Mr. Black has spent seventeen years as chairman and as an executive officer of Truman Medical Centers, an academic safety net health system. He currently iscommunications—that meets regularly on the boardssubject.  Wellness programs continued to encourage associates to stay active and connected. The Allscripts benefits team promoted COVID-19 response resources offered by our healthcare partner, which included mental health, work/life balance and telehealth services where available.

COMMITMENT TO ENVIRONMENTAL SUSTAINABILITY

Allscripts is committed to generating less waste and reducing greenhouse gas emissions as much as possible when conducting business. Besides our headquarters being located in the award-winning LEED-certified offices at the Merchandise Mart in Chicago, here are just a few of The Advancement Board Universitythe initiatives we’ve launched:

Our commitment to sustainability is for the Harry S. Truman Presidential Library. He formerly servicedlong-term. Based on the board of Haemonetics Corp. Among other qualifications, Mr. Black brings extensive experienceSustainability Accounting Standard Board (SASB.org) recommendations for Software & IT Services in the healthcare information technology industry, along with experienceTechnology and Communications Sector, we are evaluating the environmental footprint of our hardware.  As a first step, we have consolidated all of our corporate data centers into purpose-build energy efficient locations that include elements like zero water consumption cooling and power design efficiency.

Allscripts Healthcare Solutions, Inc 13

Corporate Social Responsibility

Allscripts Corporate Social Responsibility Report details our progress across our global operations and can be viewed in its entirety in the management of worldwide operations, sales, and support.“Governance” section at www.investor.allscripts.com.

P. Gregory Garrison was a senior leader of PricewaterhouseCoopers (“PwC”) for over twenty years, most recently serving as its Vice Chairman and Chief Operating Officer. Earlier in his career, Mr. Garrison also led PwC’s U.S. Assurance & Audit Services practice, the Global Risk Management

Allscripts Healthcare Solutions, practice, and served as the Managing Partner of PwC’s Los Angeles and St. Louis practices. Mr. Garrison has experience in strategic planning, operations, finance, information technology, mergers and acquisitions, human capital and sales and marketing. Over the course of his career, Mr. Garrison has also spent considerable time meeting and working with various regulators, as well as advising numerous boards and audit committees. Among other qualifications, Mr. Garrison brings experience as a successful business and operations leader, professional advisor and recognized financial expert.Inc 14

Corporate Governance

Jonathan J. Judge currently serves as a director of FEXCO Holdings Ltd., a global provider of finance and business solutions that is headquartered in Ireland. Mr. Judge served as a director of D&H Corporation, a Toronto-based financial technology company, until its sale in June 2017. From April 2004 to January 2016, Mr. Judge served as a director of PMC-Sierra, Inc., where he was the Chairman of the Board from August 2011 to January 2016 and was Chairman of the compensation committee. From August 2010 until his retirement in January 2013, Mr. Judge served as the Chief Executive Officer of First Data Corporation, a global leader in electronic commerce and payment processing. From October 2004 until August 2010, Mr. Judge served as the President and Chief Executive Officer of Paychex Inc., a provider of payroll and human services. Mr. Judge also served as President and Chief Executive Officer of Crystal Decisions, Inc. from October 2002 until the merger of Crystal Decisions with Business Objects S.A. in December 2003. From 1976 until October 2002, Mr. Judge held senior management positions at International Business Machines Corporation, departing as General Manager of its personal computing division. Among other qualifications, Mr. Judge brings more than 45 years of experience in the technology industry and extensive management, leadership and global operations expertise.

Michael A. Klayko has been the Chairman of the Board since March 2014. Mr. Klayko currently serves as the Chief Executive Officer of MKA Capital, an investment company focused on technology investments. Previously, Mr. Klayko was Chief Executive Officer of AOptix Technologies, Inc., a privately-held provider of wireless communications and mobile network solutions, from July 2014 until January 2016. From 2005 until 2013, Mr. Klayko served as Chief Executive Officer of Brocade Communications Systems, Inc., a comprehensive network solutions provider. Mr. Klayko previously held executive positions at Rhapsody Networks, Inc. (including as its Chief Executive Officer), McDATA Corp., EMC Corporation, Hewlett-Packard Company, and International Business Machines Corporation. Currently, Mr. Klayko serves as a director of Cyrus One Inc., a publicly-traded real estate investment trust focused on data centers. Within the past five years, Mr. Klayko served as a director of PMC-Sierra, Inc., a public-traded semi-conductor company. Mr.Klayko serves on the board of Virgin Pulse and TIBCO, both of which are privately held companies. Among other qualifications, Mr. Klayko brings over 35 years of leadership experience in the technology industry as well as extensive experience in the management of worldwide operations, sales, and support.

Dave B. Stevens is the founder and managing director of Keelan Capital LLC and currently serves as an advisor to a variety of venture capital and private equity firms and private enterprises in the technology industry. From April 2012 to May 2015, Mr. Stevens served as a director of Imation Corp., a provider of global scalable storage and data security solutions. From September 2008 to June 2013, Mr. Stevens was the Chief Technology Officer of Brocade Communications Systems, Inc., a provider of networking solutions for data centers, enterprises and service providers, having re-joined the company through its acquisition of Rhapsody Networks, where Mr. Stevens was the founding Chief Executive Officer and Vice President of Business Development. Mr. Stevens is co-founder of Palo Alto Networks, Inc., a leader in the development of cyber security and next-generation firewall products, and served as its Chief Executive Officer from October 2005 to June 2008. From January 2003 to June 2004, Mr. Stevens was the Chief Technology Officer of Transport systems for Brocade Communications Systems, Inc. Mr. Stevens previously served in senior management positions at Atmosphere Networks, Nortel, Bay Networks and SynOptics Communications. Among other qualifications, Mr. Stevens brings extensive technology experience in the security, computer, and data storage industries.

David D. Stevens currently serves as a private advisor and investor in private equity in the healthcare services industry. From 1983 until 2006, Mr. Stevens served in various executive roles at Accredo Health Group, Inc. (formerly Accredo Health, Inc.) and its predecessor companies, serving as its Chief Executive Officer from 1995 until 2006, its Chairman of the Board from 1995 until 2005, and its President and Chief Operating Officer from 1993 until 1996. Accredo Health Group, Inc. was acquired by Medco Health Solutions, Inc. in 2005. Mr. Stevens currently serves as a director of Wright Medical Group, Inc., a publicly-traded orthopedic company that designs, manufactures, and distributes extremity and biologic solutions; and several privately-held healthcare companies. In the past five years, Mr. Stevens also has served as a director of Viasystems Group, Inc., a leading manufacturer of complex multi-layer printed circuit boards and electro-mechanical solutions that was publicly-traded prior to its acquisition by TTM Technologies, Inc. in 2015. Among other qualifications, Mr. Stevens brings extensive financial and operating expertise, leadership experience, experience with serving on boards of directors, and significant experience in the healthcare industry.

CORPORATE GOVERNANCE

Role of the Board

The Board oversees the Company’s Chief Executive Officer and other senior management in the competent and ethical operation of the Company in support of the long-term interests of the Company’s stockholders. The Company’s Corporate Governance Guidelines are available at the “Corporate Governance”“Governance” section at investor.allscripts.com.

Board Leadership Structure

The Board believes that its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s stockholders, and the Company’s overall corporate governance. The Board currently believes that the separation of the Chairman and the Chief Executive Officer roles allows the Company’s Chief Executive Officer to focus his time and energy on operating and managing the Company. The Board periodically reviews this leadership structure to determine whether it continues to best serve the Company and its stockholders.

Board Meetings

The Board met a total of fifteeneleven times during 2019.2020. The Board has determined that all the following incumbent directors who are standing for re-electionelection at the Annual Meeting are independent under applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the SEC: Ms.Mmes. Altman, Aspinall and Zierhoffer and Messrs. Garrison, Judge, Klayko, Dave B. Stevens and David D. Stevens. The Board also determined that Mr. Spruill, who is not standing for re-election atserved on the Board until the 2020 Annual Meeting of Stockholders, is also independent under the applicable rules of the Nasdaq and the SEC.such rules. Mr. Black, who serves as the Company’s Chief Executive Officer, is not independent under such rules.

Executive Sessions of Independent Directors

The independent directors of the Company meet regularly in executive session, i.e., with no management directors or management present. These executive sessions may include such topics as the independent directors determine. During these executive sessions, the independent directors have access to members of management and other guests as the independent directors determine.

Annual Board and Committee Evaluations

In accordance with the Company’s Corporate Governance Guidelines, the Nominating Committee is responsible for facilitating an annual evaluation of the Board. The Nominating Committee also oversees the annual performance evaluation of the committees of the Board.

Committees of the Board

The Board has a standing Audit Committee (the “Audit Committee”) and Compensation Committee (the “Compensation Committee”), in addition to the Nominating Committee. The Board has determined that each of the committee members is independent under applicable Nasdaq and SEC rules for committee memberships. The members of the committees are shown in the tables below.

Allscripts Healthcare Solutions, Inc 15

Corporate Governance

The Audit Committee is primarily responsible for assisting the Board in fulfilling its oversight and monitoring responsibility of reviewing the financial information that will be provided to the Company’s stockholders and others; appointing and overseeing the services performed by the Company’s independent registered public accounting firm, as well as pre-approving all services and fees related thereto; overseeing and periodically evaluating the performance and responsibilities of the Company’s internal audit department, including approving the Company’s annual internal audit plan and reviewing the results of internal audits, including management’s responses thereto; reviewing with the Company’s management, internal audit department, and independent registered public accounting firm the Company’s critical accounting policies and its system of internal controls over financial reporting; and overseeing the risk assessments related to the Company conducted by the Company’s management (including internal and third party assessments relating to cybersecurity risk). The Audit Committee is also responsible for reviewing all related party transactions and has the authority to approve all such transactions. The Audit Committee met a total of ten times during 2019.2020.

The Compensation Committee is primarily responsible for reviewing the compensation arrangements for the Company’s executive officers, administering the Company’s equity compensation plans, and reviewing the Board’s compensation. For a further description of the Compensation Committee’s processes and procedures, including the roles of the Company’s management and independent compensation consultants in the Compensation Committee’s decision-making process, see the “Compensation Discussion and Analysis” section below. The Compensation Committee met a total of fourthree times during 2019.2020.

The Nominating Committee assists the Board in identifying and evaluating qualified individuals to become directors, makes recommendations to the Board concerning the size, structure, and composition of the Board and its committees, monitors the process to assess the Board’s effectiveness, and is primarily responsible for the oversight of corporate governance at the Company, including implementation of the Company’s Corporate Governance Guidelines. In March 2020,April 2021, the Nominating Committee recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board. The Nominating Committee met a total of twofour times during 2019.2020.

Each of the Audit Committee, the Compensation Committee, and the Nominating Committee operates under written charters adopted by the Board. These charters are available at the “Corporate Governance”“Governance” section at investor.allscripts.com.

During 2019,2020, each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by each committee of the Board on which such person served (during the period that such person served).

There are no family relationships among the Company’s executive officers and directors.

Consideration of Director Nominees

Stockholder Nominees

The Nominating Committee considers properly submitted stockholder nominations for candidates for membership on the Board in accordance with the Company’s by-laws. Stockholders who wish to nominate directors should follow the instructions under “Requirements for Other Stockholder Proposals to be Brought Before the 20212022 Annual Meeting of Stockholders and Director Nominations” in this Proxy Statement.

Director Qualifications

Director Qualifications

The Nominating Committee and the Board consider on an annual basis the appropriate characteristics, skills and experiences for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, including their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand the Company’s business and willingness to devote the necessary time to Board duties. In addition, the Nominating Committee endeavors to identify and evaluate candidates based on their specific healthcare and related industry experience and any other areas that may be expected to contribute to an effective Board. With respect to diversity, the Nominating Committee may consider such factors as differences in viewpoint, professional experience, education, skills, and other individual qualifications that contribute to Board heterogeneity, including characteristics such as gender, race, and national origin.  For each open Board seat, any initial list from which new director nominees are to be chosen shall include, but not be limited to, qualified women and persons of color. The Board from time to time will consider the effectiveness of this selection policy in identifying qualified individuals with diversity of viewpoint as potential Board nominees and currently believes it to be effective.

Allscripts Healthcare Solutions, Inc 16

Corporate Governance

Identifying and Evaluating Nominees for Directors

The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for directors. Candidates may come to the attention of the Nominating Committee through management, current Company directors, Company stockholders, or other persons. These candidates are evaluated and discussed by members of the Nominating Committee from time to time. Candidates may be considered at any point during the year.  Mmes. Altman and Zierhoffer were recommended by non-management directors.

The Nominating Committee considers stockholder recommendations for candidates to the Board in the same manner as candidates identified by the Nominating Committee. Any such recommendation should be delivered to the Company’s Corporate Secretary by mail at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating Committee. If any materials are provided by a Company stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating Committee. The Nominating Committee also may review materials provided by professional search firms or other parties in connection with a nominee.

Mandatory Retirement Age

The Board has implemented a policy providing that no director who has reached the age of 72 should stand for re-election to the Board, unless the Nominating Committee and the Board, in their discretion, believe an extension would best serve the interests of the Company.

Board Oversight of Risk Management

The Board believes that evaluating how the Company’s senior management team manages the various risks confronting the Company is one of its most important areas of oversight. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management.

In accordance with this responsibility, the Audit Committee monitors the Company’s major financial, operational, privacy, security (including cybersecurity), business continuity, legal and regulatory, and reputational exposures, and reviews the steps management has taken to monitor and control these exposures. The Audit Committee’s oversight includes, among other things, the review of regular reports from the Company’s Senior Vice President, Chief Compliance Counsel; the Company’s Vice President, Corporate Audit; the Company’s Vice President, Chief Security Officer; and other members of the Company’s management as to the identification and status of risks to the Company, including financial risks and litigation claims and risks. As with other matters, the Audit Committee regularly discusses these topics with the Board. Most recently, the Audit Committee has been focused on, among other things, cybersecurity risk and the policies and procedures developed by the Company to facilitate the compliance by Practice Fusion, Inc., a subsidiary of the Company, with its obligations under the deferred prosecution and other agreements it signed with the U.S. Attorney for the District of Vermont on January 27, 2020. In addition, the Board has requested

and has been receiving regular updates from management regarding the Company’s response to the coronavirus, or COVID-19 pandemic and its impacts on the Company and its clients, employees and other stakeholders.

Additionally, when determined by the Board or by the Company’s management to be advisable, the Board or selected committees of the Board may undertake a formal enterprise risk assessment, at which risks facing the Company and associated responses are evaluated in detail. The Board also receives regular financial and business updates from the Company’s senior management, which updates involve detailed reports on financial and business risks facing the Company when applicable.

While the Audit Committee has primary responsibility for overseeing enterprise risk management, each of the other Board committees also considers risk within its area of responsibility. For example, the Nominating Committee reviews legal and regulatory compliance risks as they relate to corporate governance structure and processes, and the Compensation Committee reviews risks related to compensation matters. The Chairman of each of these committees periodically apprises the Board of significant risks and the Company’s management’s response to these risks, as appropriate.

In establishing and reviewing the Company’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The Company’s executive officers’ base salaries are fixed in amount and thus do not encourage risk-taking, and the majority of compensation provided to the Company’s executive officers is in the form of long-term equity awards that help align executive pay with the long-term interests of the Company’s stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to the Company’s financial or stock price performance, and because awards are subject to regular

Allscripts Healthcare Solutions, Inc 17

Corporate Governance

vesting schedules to help ensure that a significant component of executive compensation is tied to long-term stockholder value creation.

The Compensation Committee has also reviewed the Company’s compensation programs for employees generally, and has concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that the Company’s annual cash and long-term equity awards provide an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term stockholder value creation and do not encourage short-term risk-taking at the expense of long-term results.

While the Board and its committees oversee risk management strategy, the Company’s management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on such matters.

Audit Committee Financial Experts

The Board has determined that each of Ms. Altman, Ms. Aspinall, Mr. Garrison, Mr. Spruill and Mr. David D. Stevens and Ms. Zierhoffer qualifies as an “audit committee financial expert” as defined under applicable SEC rules. The Board has also determined that each member of the Audit Committee meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act.

Code of Conduct

The Company has adopted a Code of Conduct that applies to all of its employees, including the Company’s principal executive officer, principal financial officer, and senior accounting officers, as well as to the Board. The Code of Conduct is available at the “Corporate Governance”“Governance” section at investor.allscripts.com. The Company intends to comply with any disclosure obligation regarding any changes in, or waivers from, the Code of Conduct by posting such information on the same website or by filing a Form 8-K with the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than 10% stockholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the Company, and on written representations from the reporting persons, the Company believes that all Section 16(a) filing requirements applicable to the Company’s directors and officers were timely met during 2019.

Certain Relationships and Related Transactions

The Company, or one or more of its subsidiaries, may occasionally enter into transactions with certain “related persons.” Related persons include the Company’s executive officers, directors, beneficial owners of more than 5% of the Company’s common stock, immediate family members of any of these persons, and entities in which one or more of these persons has a direct or indirect material interest. The Company refers to transactions with these related persons as “related party transactions.”

In accordance with the Company’s written policy, the Audit Committee (or, in certain circumstances, disinterested members of the Board) is responsible for the review and approval of each related party transaction exceeding $120,000 in which a related person has a direct or indirect material interest. The Audit Committee considers all relevant factors when determining whether to approve a related party transaction, including, without limitation:

Since January 1, 2019,2020, neither the Board nor the Audit Committee has been made aware of or asked to review and approve any “related party transactions.”

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has been an executive officer of the Company. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of the Company or member of the Compensation Committee during 2019.2020.

Allscripts Healthcare Solutions, Inc 18

Corporate Governance

Attendance of Directors at AnnualAnnual Meeting of Stockholders

The Company expects all of its directors and director nominees to attend its annual meetings of stockholders, barring emergencies or unusual circumstances.  Where a director is unable to attend an annual meeting in person but is able to do so by electronic conferencing, the Company will arrange for the director’s participation by means where the director can hear and be heard by those present at the meeting. All of the Company’s then-current directors attended the Company’s 20192020 Annual Meeting of Stockholders.Stockholders, which was held in a virtual-only format.

Communications with the Board

Any correspondence intended for the Board, or for any individual member or members of the Board, should be directed to the Company’s Corporate Secretary at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, with a request to forward the communication to the intended recipient(s). In general, any stockholder communication delivered to the Corporate Secretary for forwarding to the Board or specified Board member(s) will be forwarded in accordance with the stockholder’s instructions. However, the Company reserves the right not to forward to Board members any abusive, threatening, or otherwise inappropriate materials.materials, including unsolicited commercial advertisements.

Information regarding the submission of comments or complaints relating to the Company’s accounting, internal accounting controls, or auditing matters can be found in the Company’s Code of Conduct, which is available at the “Corporate Governance”“Governance” section at investor.allscripts.com.

Compensation of Directors

The Compensation Committee is responsible for reviewing and approving the compensation program for the Company’s non-employee directors. The Compensation Committee utilizes a combination of cash and equity as a way to attract and retain qualified directors.

Cash Compensation

For 2019,2020, the annual retainer paid to the Company’s non-employee directors was $60,000, payable in equal quarterly installments. Non-employee directors also received a retainer of $2,000 for attendance at Board meetings in excess of ten per year, and $1,500 for attendance at each committee meeting. The Chairman of the Board may waive the additional $2,000 fee for the entire Board, and may waive the $1,500 fee for any applicable committee meeting for the attendees thereof. The Chairman of each committee may also waive the $1,500 fee for any committee meeting he chairs. Each non-employee director of the Company is also reimbursed for expenses incurred when attending Board and committee meetings and other Board-related activities.

The Chairman of the Board receives an additional annual retainer in the amount of $100,000, payable in equal quarterly installments. Each Chairman of the Audit Committee, Compensation Committee, and Nominating Committee receives an additional annual retainer of $25,000, $25,000, and $15,000, respectively, for his service as Chairman of the respective committees, payable in equal quarterly installments. Each member of the Audit Committee, Compensation Committee, and Nominating Committee also receives an additional annual retainer of $2,500 per committee served. In addition, each member of the Transaction Advisory Committee receives an additional annual retainer of $5,000 for serving on that committee. All of the foregoing payments are pro-rated for the dates of applicable service.

Prior to the beginning of each calendar year, non-employee directors may elect to receive all or a portion of their quarterly cash retainer payment in the form of deferred stock units (“DSUs”). DSUs represent the right to receive shares of the Company’s common stock at the time the director’s Board service ends. The number of DSUs granted is determined by dividing the portion of the cash compensation with respect to which the election is made by the closing price of the Company’s common stock on the date the cash compensation is due to be paid. DSUs issued in lieu of cash compensation are fully-vested.

Equity Compensation

Under the Company’s 2019 Stock Incentive Plan, the Company’s non-employee directors are eligible to receive equity awards in the form of stock options, restricted stock, or restricted stock units (“RSUs”) at the discretion of the Board or the Compensation Committee. For 2019,2020, the value of each annual equity award was $200,000, delivered in the form of RSUs, which fully vest on the first anniversary of the grant date or, if earlier, upon a change of control of the Company. If a non-employee director retires from the Board prior to the first anniversary of the grant date, a pro-rata portion of the RSUs will vest based on the time elapsed from the grant date to the date of retirement. Annual director equity awards are granted immediately followingafter the Company’s annual meeting of stockholders to coincide with the commencement of director terms.

Allscripts Healthcare Solutions, Inc 19

Corporate Governance

Director Compensation – 20192020

The following table shows information regarding the compensation earned during 20192020 by the Company’s non-employee directors who served on the Board during the year. The compensation paid to Mr. Black is shown in the table entitled “Summary Compensation Table – 2020, 2019 2018 and 2017”2018” and the related explanatory tables in the “Executive Compensation” section below. Mr. Black does not receive any compensation for his service as a member of the Board.

Allscripts Healthcare Solutions, Inc 20

SECURITY OWNERSHIP OFSecurity Ownership of Certain B

CERTAIN BENEFICIAL OWNERS AND MANAGEMENTeneficial Owners and Managements

The following tables show certain information as of March 27, 202026, 2021 (the “Table Date”), unless otherwise indicated, with respect to the beneficial ownership of the Company’s common stock by: (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of the Company’s common stock based solely on the Company’s review of SEC filings; (ii) each director and nominee; (iii) each named executive officer listed in the table entitled “Summary Compensation Table – 2020, 2019 2018 and 2017”2018” under the section entitled “Compensation Discussion and Analysis” below; and (iv) all directors and executive officers as a group.

Unless otherwise indicated, all persons named as beneficial owners of the Company’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.

Allscripts Healthcare Solutions, Inc 21

Security Ownership of Certain Beneficial Owners and Managements

Allscripts Healthcare Solutions, Inc 22

EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information

The following table shows information, as of December 31, 2019,2020, concerning shares of the Company’s common stock authorized for issuance under the Company’s equity compensation plans.

Allscripts Healthcare Solutions, Inc 23

Executive Officers

EXECUTIVE OFFICERS

Paul Black is the

Allscripts Healthcare Solutions, Inc 24

Executive Officer and a director of Allscripts. Prior to joining Allscripts as its President in 2012, Mr. Black spent more than thirteen years with Cerner Corporation in various executive positions, retiring as Cerner’s Chief Operating Officer in 2007. Mr. Black’s career started with International Business Machines Corporation, where he spent twelve years in a variety of leadership positions in sales, product marketing and professional services. In Kansas City, Mr. Black has spent sixteen years as chairman and as an executive officer of Truman Medical Centers, an academic safety net health system. He currently is on the boards of The Advancement Board University of Kansas Health System and the Harry S. Truman Presidential Library.Officers

Brian Farley has served as our Executive Vice President, General Counsel & Chief Administrative Officer since August 2017 and prior to that served as our Senior Vice President, General Counsel and Corporate Secretary since May 2013. From 2005 to 2013, Mr. Farley served in various positions at Motorola Mobility LLC, a provider of mobile communication devices and video and data delivery solutions. His most recent role at Motorola Mobility LLC was Corporate Vice President and General Counsel of Motorola’s Home business.

Lisa Khorey has served as our Executive Vice President, Chief Client Delivery Officer since November 2016. Prior to joining Allscripts, Ms. Khorey was the executive director of Ernst & Young’s National Provider Practice, specializing in analytics. Previously, Ms. Khorey held a variety of technical and executive leadership roles at University of Pittsburgh Medical Center.

Richard Poulton has served as our President since October 2015 and as our President and Chief Financial Officer since March 3, 2020. Mr. Poulton had also previously served as our Chief Financial Officer from October 2012 to March 2016. From October 2012 to September 2015, Mr. Poulton served as our Executive Vice President. From 2006 to 2012, Mr. Poulton served in various positions at AAR Corp., a provider of products and services to commercial aviation and the government and defense industries. His most recent role at AAR Corp. was Chief Financial Officer and Treasurer. Mr. Poulton also spent more than ten years at UAL Corporation in a variety of financial and business development roles, including Senior Vice President of Business Development as well as President and Chief Financial Officer of its client-focused Loyalty Services subsidiary.

Allscripts Healthcare Solutions, Inc 25

COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis

This Compensation Discussion and Analysis explains the Company’s executive compensation philosophy and program, the decisions the Compensation Committee made with respect to the Company’s executive compensation program for 2019,2020, and the factors that the Compensation Committee considered in making those decisions. The Compensation Committee has the principal responsibility for establishing, implementing and monitoring the Company’s executive compensation program in accordance with the Company’s executive compensation philosophy and what the Compensation Committee believes to be best practices with respect to executive compensation. This Compensation Discussion and Analysis focuses on the compensation of the Company’s named executive officers (our “NEOs”) for 2019,2020, who were:

On March 2, 2020,Ms. Vakharia was promoted to her position in June of 2020. Dennis Olis, the Company announced that Mr. Olis would no longer serve asCompany’s former Chief Financial Officer, effective March 3,and Brian Farley, the Company’s former Executive Vice President, General Counsel & Chief Administrative Officer are also NEOs for 2020 in accordance with Mr. Poulton assuming the role of Chief Financial Officer as of such date.applicable SEC disclosure rules.

Executive Summary

In 2019,2020 the Company continued to make progress on its key strategic financial and operational imperatives that drive higher client satisfaction, improve the Company’s competitive positioning by expanding the depth and breadth ofwhich are intended to deliver sustained improvements in the Company’s products and as a result,financials, and in turn to position the Company for sustainable long-term growth both domestically and globally. As described in more detail in the Company’s Form 10-K,We believe that these initiatives resulted in both certain operational and financial successes in 2019; however,efforts have had a positive effect on the Company’s stock price performance inand market capitalization. The Company’s closing stock price per share on December 31, 2019 was disappointing.$9.82, and the Company’s closing stock price per share on December 31, 2020 was $14.44, a 45% increase over that period.

Importantly,Faced with an uncertain environment due to the COVID-19 pandemic, the Company acted quickly to develop an industry leading COVID-19 response. We enabled our products to support COVID-19 screening and assessments, increase telehealth deployment, conduct vaccine administration, and provide and analytics to data to support COVID-19 vaccine research and development. The Company also played a key role in Israel’s effective COVID-19 response by connecting the country’s healthcare providers into a single network able to gather COVID-19 data and coordinate care through the interoperability platform dbMotion^TM.    

With a goal of improving both short-term and long-term value for the Company’s stockholders, we took decisive action to reset the Company’s cost base, portfolio, balance sheet and capital structure during 2020. This included implementing cost reduction initiatives across all functional disciplines of the Company to reduce low-value operating costs, align our cost base with revenues, and improve our margins. The Company also sold the CarePort Health business (“CarePort”) to WellSky Corp., in exchange for $1.35 billion and the EPSi business (“EPSi”) to Strata Decision Technology, in exchange for $365 million. The CarePort and EPSi transactions represented the divestiture of less than 10% of the Company’s consolidated revenue, and the proceeds from those transactions allowed the Company to repurchase more than $280 million of stock during the year and to end 2020 with no net debt.

During 2020 the Company extended its long-standing strategic alliance with Microsoft, which is focused on making the development and delivery of cloud-based health IT solutions easier and more secure for our clients. We also expanded the Company’s partnership between the Veradigm® business unit and HealthVerity, Inc., which will focus on the development of innovative HIPAA-compliant data products created by linking real-world data from a variety of leading sources. In addition, we released Sunrise^TM 20.0, a comprehensive platform of health that connects all aspects of care, including acute, ambulatory, surgical, pharmacy, radiology and laboratory services, and also features an integrated revenue cycle and patient administration system; and TouchWorks^TM 20.0, a scalable, flexible platform that expands on open architecture to support interoperability and make clinical decision support at the point of care easier. Finally, during 2020 we increased the Company’s commitment to diversity, equity and inclusion (“DE&I”), through the launch of a champions network of associates from diverse backgrounds and locations to help support the Company’s DE&I efforts, and through conducting mandatory DE&I training for all associates director level and above.    

Allscripts Healthcare Solutions, Inc 26

Compensation Discussion and Analysis

The Company’s executive compensation program is designed to ensureprovide for rigorous pay-for-performance accountability and strongly align realizable compensation outcomes with key financial metrics and valuation including stock price performance. As a resultover multiple year measurement periods. For example, in 2017 and 2018 each of the Company’s relatively disappointing stock price and financial performance, the Company’sthen serving NEOs realized materially lower compensation in 2019 than their target total compensation. This lower than target compensation is highlighted in two primary areas: (1) the numberreceived an award of performance stock units (“PSUs”) that vested in 2019, and (2) amount of the NEO’s 2019 annual cash incentive bonus payments.

Specifically, and as described in greater detail below, for each of the NEOs who received a PSU grant in 2016, which had a cliffwere eligible to vest in 2019, none (0%) of such PSUs actually vested in 2019 given2020 and 2021, respectively, based on the Company’s relative total shareholder return (“TSR”) measured against a peer group of companies over the grant’sa three-year vestingperformance period. In addition,Because those PSUs require sustained performance over a three-year period, none (0%) of such PSUs granted in 2017 and 2018 actually earned and vested in 2020 and 2021 and were canceled based on the Company’s performance through February 2020 and February 2021, respectively. In order to realize a significant portion of long-term incentive compensation from the Company’s stock price appreciation during 2020, the Company’s NEOs in 2017, 2018 and 2019 (which are scheduledwill have to vest in 2020, 2021 and 2022, respectively) are also based on relative TSRsustain that performance and are currently tracking at an expected payoutover a period of 0% as of the end of 2019. Finally, the Compensation Committee exercised its discretion to reduce the annual incentive cash bonuses paid tomultiple years. This outcome demonstrates the Company’s NEOs for 2019. We believe that these outcomes are evidence of a direct alignment between pay and performance as well as rigorous incentive compensation program design.commitment to rewarding sustainable long-term financial performance.

The chart below compares the average for the three previous years of the target total compensation opportunity provided to Mr. Black, including base salary, annual bonus and equity awards, to the value for each element of compensation that was realized or realizable by Mr. Black as of the end of 2019.2020. For the three-year period from 20172018 to 2019,2020, roughly 54%134% of Mr. Black’s target compensation has either been realized or is realizable. For the chart below, Mr. Black’s annual bonus amount in the column on the right reflects the average of the actual annual bonuses that he earned during the three-year period, as disclosed in the Summary Compensation Table – 2020, 2019 2018 and 2017.2018. Mr. Black’s 2017, 2018, 2019 and 20192020 realized or realizable equity includes PSUs and restricted stock units (“RSUs”) either earned and vested or eligible to vest in the future under awards granted in 2017, 2018, 2019 and 2019.2020.  All equity awards are valued using $9.82$14.44 per share, the closing price of the Company’s common stock on December 31, 2019.2020, and, in the case of PSUs subject to on-going performance periods, estimated performance as of December 31, 2020.

We believe the realized or realizable compensation and their relationship to target compensation over the three-year cumulative period is reflective of the Compensation Committee’s emphasis on “pay-for performance” in that differences between realized and realizable pay and target compensation, as well as fluctuations compared to prior periods, are primarily the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual incentive plan for senior executives and the PSUs.

CEO Three-Year Average Target Versus Realized or Realizable Compensation

The Compensation Committee considered financial and operational results, as well as the Company’s stock price performance, when making compensation decisions for 2019.2020. In designing and overseeing the various elements of the 20192020 executive compensation program, the Compensation Committee focused on aligning executive compensation with financial metrics that the Compensation Committee believes are indicative of the Company’s ability to build and sustain growth.

The charts below illustrate the 20192020 target total direct compensation opportunities (i.e., base salary and target short- and long-term incentive opportunities) for the CEO, as well as the average of such opportunities for the Company’s other NEOs. As shown below, 86% of the CEO’s 20192020 target total direct compensation, and 85%84% of the average of the other NEOs’ target total direct compensation for the other NEOs serving as of December 31, 2020  is at-risk compensation that is dependent on either the Company’s financial performance or stock price. Total direct compensation includes annual

Allscripts Healthcare Solutions, Inc 27

Compensation Discussion and Analysis

cash incentive bonus opportunities and PSUs, each of which are dependent on the Company’s financial or stock price performance, and service-based RSUs, the value of which is dependent on the Company’s stock price.

The at-risk elements of the Company’s 20192020 executive compensation program are annual incentive cash bonuses and long-term incentive equity awards. With respect to annual incentive cash bonuses, the Compensation Committee approved the Company’s annual incentive cash bonus plan (the “2019“2020 Bonus Plan”) with potential payouts that are fully contingent on the Company’s non-GAAP EPS performance. A threshold level of non-GAAP EPS performance must be attained before payment of any bonuses under the 20192020 Bonus Plan.

With respect to equity awards, in 20192020 the Compensation Committee approved annual equity grants to the NEOs in the form of:

As in recent years, the Compensation Committee chose to structure a significant portion of each NEO’s compensation as at-risk compensation, with the compensation actually realized by each NEO significantly impacted by the financial or stock price performance of the Company.  

Executive Compensation Philosophy

The Compensation Committee engages in an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation objectives and is aligned with the long-term interests of the Company’s stockholders, taking into account input from stockholders and the results of the annual say-on-pay vote. In connection with this ongoing review, the Compensation Committee has continued to monitor the Company’s executive compensation program to ensure that the Company maintains best practices with respect to executive compensation.

Allscripts Healthcare Solutions, Inc 28

Compensation Discussion and Analysis

The Company’s primary objective for its executive compensation program is to attract, retain, and motivate outstanding leaders who will drive the Company’s long-term success. The Compensation Committee seeks to establish and implement a compensation program for the Company’s NEOs that emphasizes pay-for-performance, and is designed to meet the following objectives:

The Company maintains the following balance of compensation practices that it believes enhances its pay-for-performance philosophy and aligns the Company’s executives’ interests with the long-term interests of the Company’s stockholders:

Consideration of Stockholder Say-on-Pay Vote

The Compensation Committee considers the outcome of the Company’s annual say-on-pay vote when making decisions regarding the Company’s executive compensation program. AtThe Company received approximately 95% support for its say-on-pay vote at the Company’s 20192020 Annual Meeting of Stockholders, approximately 99% of the votes cast on the Company’s 2019 say-on-pay vote were cast in favor of approving the compensation of its NEOs.Stockholders. This 99%95% approval from stockholders at the Company’s 2019 annual meeting2020 Annual Meeting of stockholdersStockholders follows similar say-on-pay results from 20172019 and 2018, which waswere 99% and 94%, respectively, for each of those years. The Compensation Committee viewed the outcome of the say-on-pay vote as indicative that a significant majority of the Company’s stockholders view the Company’s approach to executive compensation favorably. Accordingly, the Compensation Committee did not make any changes to the Company’s executive compensation program in response to the 20192020 say-on-pay vote. The Company’s management continues to engage in dialogue with many of the Company’s largest stockholders, and the Compensation Committee willintends to continue to consider stockholder feedback and the results of the Company’s say-on-pay votes when making future executive compensation decisions.

Allscripts Healthcare Solutions, Inc 29

Compensation Discussion and Analysis

CompensationProcedures

Compensation Committee

During 2019,2020, Jonathan J. Judge (Chairman), Michael A. Klayko, and Dave B. Stevens served on the Compensation Committee. Mr. Judge joined in May 2016 and became Chairman in May 2018, Mr. Klayko joined in May 2013, and Mr. Stevens joined in May 2017.

The Compensation Committee’s responsibilities with respect to executive compensation include:

Role of Management

The primary objective of the Company’s executive compensation program is to align the program with the Company’s financial performance and the long-term interests of the Company’s stockholders. The Compensation Committee believes that this alignment is best achieved through consultations with members of the Company’s senior management, because management is familiar withresponsible for the Company’s day-to-day operations and responsible for creating and executing the Company’s business plan. As such, the Company’s management provides the Compensation Committee with valuable insights into the Company’s day-to-day operations and future expectations, which the Company believes are supported by the rewards and incentives in the compensation program. In 2019,2020, the Compensation Committee consulted with Messrs. Black and FarleyPoulton in formulating compensation plans. Members of that groupMessrs. Black and Poulton attended Compensation Committee meetings during which NEO and employee compensation decisions were made, but each was not present during the Compensation Committee’s discussions regarding his own compensation. The Compensation Committee also regularly meets in executive session without any members of management present.

Role of Compensation Consultant

The Compensation Committee retained Compensia to serve as its independent compensation consultant with respect to decisions regarding 20192020 compensation. Compensia reported directly to the Compensation Committee and participated in Compensation Committee meetings. Compensia did not perform any other services for the Company in 2019.2020. After considering Compensia’s relationship with the Company, the services provided by Compensia, and information provided to the Compensation Committee by Compensia, the Compensation Committee determined that Compensia met the independence requirements to serve as its independent compensation consultant and that Compensia’s work did not raise any conflict of interest.

Specifically, Compensia:

Market Analysis

Market Analysis

The Compensation Committee considers relevant market pay practices and relative performance when setting executive compensation and incentive goals. Market practices, or benchmarks, are based on peer group disclosure. When making compensation decisions, the Compensation Committee considers the market data in conjunction with other factors, such as an officer’s individual tenure and performance, unique qualifications, and role within the Company. Working with Compensia, the Compensation Committee established a peer group in 2018 to be used in designing

Allscripts Healthcare Solutions, Inc 30

Compensation Discussion and Analysis

the Company’s 20192020 executive compensation program. The peer group used to evaluate the Company’s 20192020 compensation decisions included companies with the following characteristics:

The peer group used to evaluate 20192020 compensation decisions consisted of the 22 U.S.-based publicly traded healthcare technology companies and general software companies listed below (the “2019“2020 peer group”). For 2019,2020, the Compensation Committee chose to remove DSTathenahealth, which was acquired, and Cadence Design Systems Inc. and The Advisory Board Co., which were acquired.Synopsys because they no longer fit within the applicable market capitalization range. To replace those companies, the Compensation Committee chose to add AMN Healthcare Services,Evolent Health, Inc., Huron Consulting GroupNextGen Healthcare, Inc. and Navigant Consulting,LogMeIn, Inc. AMN Healthcare Services, Inc. is a healthcare solutions and staffing services provider.  Huron Consulting and Navigant Consulting are both professional services firms that provide a range of advisory, technology and analytic solutions to clients. The Compensation Committee considers each of those companies to be financially comparable to the Company.

Elements of Compensation

The Compensation Committee believes that the Company’s compensation programs for its NEOs are competitive and appropriately designed to attract and retain key employees, reward performance, and promote long-term stockholder value. This section describes the elements of the Company’s compensation program for NEOs, together with a discussion of various compensation decisions.

The principal components of the Company’s 20192020 executive compensation program were base salary, annual incentive cash bonuses, and long-term incentive equity awards. The Company also provides a 401(k) retirement savings plan with certain matching contributions, group health and welfare plans, and group term life insurance. In addition, the Company provides the NEOs with severance benefits upon a termination of employment under certain circumstances, including following a change of control of the Company, as more fully described elsewhere in this Proxy Statement. The Company does not maintain defined benefit pension plans for its NEOs because the Compensation Committee believes that the existing compensation arrangements enable the Company’s NEOs to adequately plan for their retirement and that wealth creation should primarily be a function of performance for the Company’s stockholders.

Base Salary

Base salaries are paid to the NEOs to compensate them for the performance of their respective job duties and responsibilities. The Compensation Committee reviews base salaries of the NEOs on an annual basis. In setting annual base salaries, the Compensation Committee takes into consideration the Company’s overall financial and operating performance in the prior year, the Company-wide target for base salary increases for all employees, market and competitive salary information, changes in the scope of an NEO’s job responsibilities, and other relevant factors.

Allscripts Healthcare Solutions, Inc 31

Compensation Discussion and Analysis

When considering market and competitive salary information, the Compensation Committee has historically reviewed peer compensation data, although there is no target compensation level. The Compensation Committee also reviews each NEO’s role and performance, as well as the performance of the business units and departments for which he or she is responsible, to the extent applicable. For Mr. Black, the Compensation Committee evaluates his performance and recommendsdetermines any salary adjustment, then obtains the concurrence of the non-employee members of the Board for approval by the Board.any such adjustment. For each of the other NEOs, the Compensation Committee receives a performance evaluation from the CEO and a recommendation for any salary adjustment. For 2019,2020, the Compensation Committee determined that the Company’s overall financial and operating performance did not warrant an increase in any NEO’s base salary.  Accordingly, each NEO other than Ms. Vakharia continued to receive the same base salary as he or she received in 2018.2019. Ms. Vakharia was promoted to the position of Senior Vice President & General Counsel, Marketing & Government Affairs in June 2020 and received an increase in her base salary to reflect her new role.

The following table sets forth the base salary rate in effect as of December 31, 20192020 for each NEO:

Annual Incentive Cash Bonuses

Consistent with its approach since 2016, the Compensation Committee chose non-GAAP EPS as the financial performance measure for the 20192020 Bonus Plan. The non-GAAP EPS targets established by the Committee tied the 20192020 Bonus Plan to a rigorous goal based on a key measure stockholders consider when evaluating the performance of the Company. Non-GAAP EPS is defined as non-GAAP net income divided by weighted average fully diluted shares outstanding diluted in the applicable period. Non-GAAP net income consists of GAAP net income/(loss) as reported, and adds back deferred revenue and other adjustments, acquisition-related amortization, stock-based compensation expense, nonrecurring expenses and transaction-related costs, non-cash charges, and non-cash asset impairment charges, and equity in earnings of unconsolidated investments, in each case net of any related tax effects. Non-GAAPIn November 2020, following the successful disposition of EPSi for $365 million, the Compensation Committee adjusted the non-GAAP EPS performance range down by $0.02 to reflect the loss of income from EPSi for the fourth fiscal quarter of 2020 and the resulting net income also includes a tax rate alignment adjustment.  impact on the Company’s consolidated results for the full year. The non-GAAP EPS performance range approved by the Compensation Committee in November 2020 is shown in the table below. No other adjustments were made to the non-GAAP EPS performance range for 2020 from what was established at the beginning of 2020.

Each NEO’sMr. Black, Mr. Poulton and Ms. Khorey’s bonus target,targets, as a percentage of base salary, did not change for 2019.2020. Mr. Black’s target cash bonus was 150% of his base salary, Mr. Poulton’s target cash bonus was 100% of his base salary, and Ms. Khorey, Mr. Olis and Mr. Farley and Ms. Khorey each had a target cash bonusbonuses of 75% of their respective base salaries. Ms. Vakharia became an executive officer in 2020 and her target cash bonus remained 50% of her base salary, the target bonus for her previous role.

Allscripts Healthcare Solutions, Inc 32