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 25, 2021JUNE 21, 2022

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

The Company’s Proxy Statement for the 20212022 Annual Meeting of Stockholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 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
20212022 ANNUAL MEETING OF STOCKHOLDERS OF

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.INC.

General 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 20212022 Annual Meeting of Stockholders (including any adjournment(s) or postponement(s) thereof, the “Annual Meeting”), to be held on Tuesday, May 25, 2021June 21, 2022 at 9:00 a.m., Central time. The Annual Meeting will be a virtual-only meeting held solely by means of live audio webcast. If you have properly registered and been verified, you will be able to virtually attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting http://viewproxy.com/AllscriptsHealthcareSolutions/2021.www.virtualshareholdermeeting.com/MDRX2022.

The proxy materials were first sent or made available to the Company’s stockholders on or about April 15, 2021.May 6, 2022. 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 three 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 properly 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:

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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: Corporate Secretary, or (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 item of business at the Annual Meeting (including one vote for each setnominee up for election at the Annual Meeting with respect to Proposal One). Only stockholders of record as of the close of business on March 26, 2021April 29, 2022 (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 140,625,519115,536,855 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.

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General Information

What is the difference between a stockholder of record and a beneficial owner of shares held in “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”. 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:

If I am a beneficial owner of the Company’s shares held in “street name”, how do I vote?

If you are a beneficial owner of shares held in “street name”, there are four ways to vote:

What is the quorum required for the Annual Meeting?

The presence, in person, by remote communication or by proxy, of the holders of not less than one-third of the total number of shares of the Company’s common stock issued and outstanding as of the Record Date and entitled to vote at the Annual Meeting will constitute a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote over the Internet or by telephone, or if you virtually attend and vote at the Annual Meeting. If a quorum is not present, the Company may propose to adjourn the Annual Meeting to solicit additional proxies.

How are proxies voted?

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you (i) indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or (ii) sign and return a proxy card or vote by Internet or telephone without giving specific voting instructions, then the persons named as proxy holders, Paul M. Black and Richard J. Poulton and Leah S. Jones, will vote your shares in the manner recommended by the Board on all matters presented in this

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General Information

Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which proposals are considered “routine” or “non-routine”?

The ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm for the year ending December 31, 20212022 (Proposal Two) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal Two.

Each of the other proposals, the election of directors (Proposal One) and the advisory resolution to approve the Company’s named executive officer compensation (Proposal Three) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with each of Proposals One and Three.

What is the voting requirement to approve each of the proposals?

With respect to the election of directors (Proposal One), in accordance with the policy of majority voting in uncontested director elections set forth in the Company’s by-laws, if the number of shares voted “FOR” any nominee exceeds the number of shares voted “AGAINST” such nominee, he or she will be elected as a director to serve until the Company’s 20222023 Annual Meeting of Stockholders and until his or her successor has been duly elected, or until his or her earlier resignation or removal. If any nominee is an incumbent director and fails to receive a majority of the votes cast with respect to his or her nomination, he or she must tender a resignation as director, and such resignation will be considered by the Nominating and Governance Committee of the Board (the “Nominating Committee”) in accordance with the requirements of the Company’s Corporate Governance Guidelines.

Approval of each of Proposals Two and Three requires the affirmative vote of the holders of a majority of the shares present in person, by remote communication or represented by proxy and entitled to vote on such matter.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. With respect to the election of directors (Proposal One), a stockholder abstention or broker non-vote with respect to any nominee will have no effect on that nominee’s election. With respect to Proposals Two and Three, a stockholder abstention will have the effect of a vote “AGAINST” the approval of each proposal, but a broker non-vote will have no effect on the approval of the proposal. As noted above, no broker non-votes are expected in connection with Proposal Two.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the vote is taken at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction

form dated as of a later date, or by attending the Annual Meeting and voting through the virtual meeting website. However, your virtual attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s Corporate Secretary at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654 received prior to the Annual Meeting.

Who will serve as the inspector of election?

A representative of Broadridge will serve as the inspector of election.

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General Information

Where can I find the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. The Company will publish the final voting results in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

Where are the Company’s principal executive offices located, and what is the Company’s main telephone number?

The Company’s principal executive offices are located at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654. The Company’s main telephone number is (800) 334-8534.

Who is paying the costs of the proxy solicitation?

The Company is providing these proxy materials in connection with the solicitation by the Company’s Board of Directors of proxies to be voted at the Annual Meeting. The Company is paying the costs of the solicitation of proxies. The Company must pay brokerage firms, banks, broker-dealers, or other similar organizations representing beneficial owners of shares held in street name certain fees associated with (i) forwarding the Notice to beneficial owners; (ii) forwarding printed proxy materials by mail to beneficial owners who specifically request them; and (iii) obtaining beneficial owners’ voting instructions. The Company has not, but may in the future decide to, retain a proxy solicitor to assist in the solicitation of proxies. Generally, the fee for such services is approximately $15,000 plus expenses. If the Company does elect to retain a proxy solicitor, the Company will pay the proxy solicitor reasonable and customary fees. In addition to solicitations by mail, the proxy solicitor, if any, and certain of the Company’s directors, officers, and employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by telephone, or by electronic communication.

How can I attend and participate in the Annual Meeting?

Only stockholders of record as of the Record Date or their proxies are entitled to attend the Annual Meeting. Due to the public health impact of the novel coronavirus (COVID-19) pandemic, the Company will be holding the Annual Meeting solely by means of remote communication (i.e., a virtual-only meeting). Stockholders will not be able to attend in person. Stockholders will need to register for the Annual Meeting by 10:59 p.m. Central time (11:59 p.m. Eastern time) on Monday, May 24, 2021June 20, 2022 at http://viewproxy.com/AllscriptsHealthcareSolutions/2021.www.virtualshareholdermeeting.com/MDRX2022. If you have properly registered and been verified you will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. You will be able to listen, vote and submit questions during the virtual meeting.  

If you are a registered or beneficial holder, during the registration process, if you indicated that you will be voting at the meeting, once your registration is approved, an e-mail will be sent to you that will contain your Virtual Control Number.  You will not need the Virtual Control Number to join the meeting, you will need it if you choose to vote during the meeting.

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the annual meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 20212022 annual meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://viewproxy.com/AllscriptsHealthcareSolutions/2021.www.virtualshareholdermeeting.com/MDRX2022. On the day of the annual meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.

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General Information

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio

webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting.

The Annual Meeting will begin promptly at 9:00 a.m. Central time. Online access will open thirty minutes prior to the start of the Annual Meeting, and you should allow ample time to log in to the virtual meeting website and test your computer audio system.

Technicians will be available to assist you with any technical difficulties you may have accessing the annual meetingAnnual Meeting live audio webcast. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 20222023 Annual Meeting of Stockholders?

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. Proposals that a stockholder intends to present at the Company’s 20222023 Annual Meeting of Stockholders and wishes to be considered for inclusion in the Company’s proxy statement and form of proxy related to the Company’s 20222023 Annual Meeting of Stockholders must be received by no later than December 16, 2021.January 6, 2023. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to the Company’s Corporate Secretary by mail at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654.

Requirements for Other Stockholder Proposals to be Brought Before the 20222023 Annual Meeting of Stockholders and Director Nominations. Notice of any proposal that a stockholder intends to present at the Company’s 20222023 Annual Meeting of Stockholders, but does not intend to have included in the Company’s proxy statement and form of proxy related to the Company’s 20222023 Annual Meeting of Stockholders, as well as any director nominations, must be delivered to the Company’s Corporate Secretary by mail at 222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois 60654, not earlier than December 26, 2021,January 22, 2023, and not later than January 25, 2022.February 21, 2023. The notice must be submitted by a stockholder of record and must set forth the information required by the Company’s by-laws with respect to each director nomination or other proposal that the stockholder intends to present at the Company’s 20222023 Annual Meeting of Stockholders. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a stockholder of record. In addition to satisfying the foregoing requirements under the Company’s by-laws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 22, 2023.

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DirectorsDirectors

Listed below are the ninesix nominees for election as a director. Each nominee, with the exception of Richard J. Poulton, currently serves on the Board.  The Board is currently comprised of nine members and will reduce in size to six members effective as of the Annual Meeting.  The following current Board members are not standing for re-election at the Annual Meeting: Mara G. Aspinall, Paul M. Black, Michael A. Klayko and David D. Stevens.

At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the ninesix nominees named in this Proxy Statement. Each of the nominees listed below has consented to serving as a nominee, being named in this Proxy Statement and serving on the Board if elected. Each director elected at the Annual Meeting will serve a one-year term.

The Board comprises a diverse group of leaders in their respective fields. Many of the Company’s directors have senior leadership experience at major domestic and multinational companies. In these positions, they have also gained significant and diverse management experience, including strategic and financial planning, public company reporting, compliance, risk management (including with respect to cybersecurity risk) and leadership development. Many directors also have experience serving as executive officers of, or on boards of directors and board committees of, other public companies, and have an understanding of corporate governance practices and trends. The Board believes that the collective experiences, viewpoints and perspectives of the Company’s nominees for directors result in a Board with the commitment and energy to advance the interests of the Company’s stockholders.

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Directors

Pursuant to the Company’s Corporate Governance Guidelines, 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.

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.

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Directors

Director Biographies

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Directors

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Directors

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Corporate Social Responsibility

Allscripts is a Place Where Technology Meets Humanity.

SUPPORTING OUR COMMUNITIES

The Allscripts Giveback program is often referred to as the soul of our company and is central to our 2021 pledge to “win in 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. As we adapted to our constantly changing “new normal”, the Allscripts associates never let go of their compassion to help others. In 2020, our associates volunteered their time2021, we were proud to be an ambassador sponsor of Nurse Heroes, an organization that provides support, recognition, and donated fundsscholarships to causes that feednurses around the hungry, build homes, donate blood, provide disaster relief, educate the next generation, comfort the elderlyglobe. We were also a top sponsor of JDRF 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 of the Triangle’s Go Red for Women program, as well as their STEM Goes Red and Bake-offHealthy Communities initiatives. We celebrated our ACE 2021 event by donating the event registration directly to an early literacy program called Reach Out and Read, raising over $30,000 on behalf of our clients. Finally, we adopted a new software partner called Benevity, which now allows our associates to easily donate, fundraise and volunteer for Cancertheir favorite local charities. Using this program, we launched several large matching gift campaigns and began incentivizing associates to log volunteer hours. While all of this happened, our associates were busy in the UK,their communities volunteering in Habitat for Humanity builds, food banks, animal shelters, community gardens, meal packaging services and No Kid Hungry.more.

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.

2021 GIVEBACK PROGRAM SUMMARY:

HOW WE SPENT OUR GIVING:

TYPES OF CHARITIES SUPPORTED BY THIS FUNDING:

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 promotionpromote over 900 associates internally during 2020, increasing to 71% during the last half of the year.2021.

Advancing Diversity, Equity and Inclusion

Allscripts launched a champions network of cross-functional associates from diverse backgrounds and locations to help support the company’s Diversity, Equity and Inclusion (DE&I) program.  The network includes passionate advocates for positive change—visible point people who promote, facilitate and connect colleagues to support important DE&I initiatives.

Allscripts commitment to diversity of background, experiences and thought has been longstanding. ‘Together, we impact people’s lives’ is the foundation our Diversity, Equity and Inclusion (DE&I) program was built upon. Our Champions Network, a diverse network of global associates who are passionate advocates for positive change, is leading the effort in helping us curate and drive learning opportunities as well as community involvement.

Our associates’ diverse personalities, backgrounds and experiences help shape our spirit and culture. We celebrate what makes our associates unique by supporting Enrichment Groups, which are open to all associates, help build a sense of community and foster an environment in which every voice is heard and valued.  Allscripts currently has six Enrichment Groups.

Since 2013 the Allscripts Healthcare Solutions, Inc 12

Corporate Social ResponsibilityWomen’s Engagement (AWE) enrichment group empowers our female associates to take control of their careers and professional development through sponsored opportunities, such as career development seminars, networking events and mentorship. Allscripts invests in this program for the betterment of any associate who wants to get involved, and to improve the company’s ability to attract, retain and advance women in healthcare IT.

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 hosted2021, Allscripts introduced four new Enrichment Groups.  The Allscripts Military Veterans and Supporters (AMVS) supports active and retired military personnel and promotes a varietyculture within Allscripts that recognized and serves the ongoing needs of webinarsthe veteran community.  The Allscripts Black Alliance (ABA) serves as a platform for African American colleagues and allies to help its members transitionsupport and encourage one another from a place of commonality and shared experience.  The Allscripts Pride Alliance (APA) helps promote an inclusive, safe and open work environment that empowers LGBTQ+ employees and allies, as well as informs and educates Allscripts through networking and outreach initiatives. The mission of Allscripts Hispanic Outreach for Latinos at Allscripts (HOLA) is to working from homeassist Hispanics in managing their careers and professional development, while still championingdeveloping Allscripts as a workplace of choice and advocating for their career goals. Associates helpedan opportunity to send virtual cards to nursing homes, engaged with virtual sessions to combat stress, participated in LinkedIn training and ultimately increased engagement by 41%.excel.

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 ofAs the COVID-19 pandemic continued through 2021, Allscripts leadership immediately took action to protect associates, shifting all operations tohas supported a remote working environment and cancelingfor all nonessential travel.  Allscripts also established aoperations.  Allscripts’ cross-functional emergency response team—consisting of representatives from various functions including business units, safety, security, medical, facilities, HR, IT legal and communications—that meets regularly to evaluate the continued impact of the pandemic and its effects on the subject.Allscripts associates.  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

As a strong supporter of sustainable business practices, Allscripts strives to improve existing and introduce new green sustainability efforts in its daily business operations. Allscripts policies are subject to regular review and amendment when new innovative ways to support a sustainable workplace are established, assuring a continued commitment to the environment.  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 initiatives we’ve launched:

Our commitment to sustainability is for the long-term. Based on the Sustainability Accounting Standard Board (SASB.org) recommendations for Software & IT Services in the Technology 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.

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Corporate Social Responsibility

Allscripts Corporate Social Responsibility Report details our progress across our global operations and can be viewed in its entirety in the “Governance” section at www.investor.allscripts.com.  The information on our website, including but not limited to the contents of our Corporate Social Responsibility Report, is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

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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 “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.

Mr. Klayko, Chairman of the Board, is not standing for re-election at the Annual Meeting. If Mr. Garrison is elected to the Board by the stockholders at the Annual Meeting, the Board intends to appoint Mr. Garrison as the new independent Chairman of the Board.

Board Meetings

The Board met a total of eleventen times during 2020.2021. The Board has determined that all the following incumbent directors who are standing for election at the Annual Meeting are independent under applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the SEC: Mmes. Altman Aspinall and Zierhoffer and Messrs. Garrison, Judge, Klayko,and Dave B. StevensStevens. The Board also determined that the following current directors who are not standing for re-election at the Annual Meeting are independent under such rules: Ms. Aspinall and Messrs. Klayko and David D. Stevens.  The Board also determined that Mr. Spruill,Black, who servedcurrently serves on the Board untiland is not standing for re-election at the 2020 Annual Meeting of Stockholders, iswas not independent under such rules. Mr. Black,Poulton, who currently serves as the Company’s Chief Executive Officer, is also 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.  The Nominating Committee also oversees the annual performance evaluation of each director.

Succession Planning

As part of the annual officer evaluation process, the Nominating Committee works with the CEO to facilitate the Board’s planning for CEO succession (and for other members of senior management), as well as to develop plans for interim succession for the CEO (and for other members of senior management) in the event of an unexpected occurrence. Succession planning may also be reviewed more frequently by the full Board as it deems warranted.

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.

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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 2020.2021.

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 threetwo times during 2020.2021.

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 April 2021,2022, 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 fourtwo times during 2020.2021.

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 “Governance” section at investor.allscripts.com.

During 2020,2021, 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 DirectorDirector 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 20222023 Annual Meeting of Stockholders and Director Nominations” in this Proxy Statement.

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.  ForPursuant to the Company’s Corporate Governance Guidelines, 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.

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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.,mitigate such risks. Allscripts takes privacy and security seriously and has implemented a subsidiary of the Company, with its obligations under the deferred prosecutionsecurity framework, based on ISO 27001, that takes into account physical, administrative, and technical safeguards for patient data and confidential data.  These safeguards cover, among other agreements it signedareas, identity and access management, incident response and monitoring, disaster recovery, data protection, secure development lifecycle, and supply chain security.  Security awareness training is regularly provided to staff that is designed to ensure they stay up to date with the U.S. Attorney for the District of Vermont on January 27, 2020. In addition,changing cyber risk landscape.  Identified cyber risks and mitigation strategies are reviewed with management and the Board has requested and has been receiving regular updates from management regarding the Company’s response to the COVID-19 pandemic and its impacts on the Company and its clients, employees and other stakeholders.a quarterly basis.

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

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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. 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 “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.

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, 2020,2021, neither the Board nor the Audit Committee has been made aware of or asked to review and approve any “related party transactions.”  The Company is not aware of any transactions in the last fiscal year where the above policies were not followed.

Compensation Committee InterlocksAnti-Hedging Policy

Under our anti-hedging policy, all Allscripts directors, officers, employees and Insider Participation

Noneconsultants, as well as their household members and any of thetheir family members of the Compensation Committee is or has been an executive officer of the Company. None ofwhose transactions in the Company’s executive officers served as a directorsecurities are directed by them or a memberare subject to their influence or control, are prohibited from entering into hedging or monetized transactions or similar arrangements with respect to the Company’s stock, including the purchase or sale of a compensation committee (or other committee serving an equivalent function)puts or calls or the use of any other entity, an executive officer of which served as a director of the Company or member of the Compensation Committee during 2020.

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Corporate Governance

derivative instruments.

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 20202021 Annual Meeting of 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, 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 “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. The 2021 non-employee director compensation program did not change as compared to the 2020 non-employee director compensation program.

Cash Compensation

For 2020,2021, 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. 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 2020,2021, 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 after the Company’s annual meeting of stockholders to coincide with the commencement of director terms.

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Director Compensation – 20202021

The following table shows information regarding the compensation earned during 20202021 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 – 2021, 2020 2019 and 2018”2019” and the related explanatory tables in the “Executive Compensation” section below. Mr. Black does not receive any additional compensation for his service as a member of the Board.

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Security Ownership of Certain BeneficialBeneficial Owners and Managements

The following tables show certain information as of March 26, 2021April 29, 2022 (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 – 2021, 2020 2019 and 2018”2019” under the section entitled “Compensation Discussion and Analysis” below; and (iv) all directors and executive officers as of the Table Date 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.

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Security Ownership of Certain Beneficial Owners and Managements

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Equity CompensationCompensation Plan Information

The following table shows information, as of December 31, 2020,2021, concerning shares of the Company’s common stock authorized for issuance under the Company’s equity compensation plans.

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Executive Officers

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Executive Officers

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Compensation DiscussionDiscussion 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 2020,2021, 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 2020,2021, who were:

Ms. Vakharia*On May 6, 2022, Mr. Black ceased serving as our Chief Executive Officer and Mr. Poulton was promoted to her position in June of 2020. Dennis Olis, the Company’s formerappointed Chief Executive Officer and ceased serving as President and Chief Financial Officer,Officer.  Also, effective May 6, 2022, Thomas Langan was appointed President and Brian Farley,Leah Jones was appointed as our Chief Financial Officer.   Please see the Company’s former Executive Vice President, General Counsel & Chief Administrative Officer are also NEOs“Management Transition” section for 2020a summary of the compensation decisions made with respect to Mr. Black and Mr. Poulton in accordanceconnection with applicable SEC disclosure rules.their transitions.

Executive Summary

In 20202021 the Company continued to make progress on its key strategic and operational imperatives which are intended to deliver sustained improvements in the Company’s products and financials, and in turn to position the Company for sustainable long-term growth both domestically and globally. The Company also continued to execute on the plan began in 2020 to reset and effectively manage the Company’s cost base, portfolio, balance sheet and capital structure. We believe that these efforts have had abuilt on the positive effect onmomentum developed during 2020 to further improve the Company’s stock price and market capitalization.capitalization during 2021. The Company’s closing stock price per share on December 31, 2019 was $9.82, and the Company’s closing stock price per share on December 31, 2020 was $14.44, and the Company’s closing stock price per share on December 31, 2021 was $18.45, a 45%27.77% increase over that period.

Faced with an uncertain environment due to the COVID-19 pandemic,Operationally, in 2021 the Company acted quicklycontinued to develop an industry leading COVID-19 response. We enabledleverage 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-standinglongstanding strategic alliancepartnership with Microsoft which is focused on makingto enable the development and delivery of cloud-based health IT solutions easierinformation technology solutions. This partnership allows the Company to enhance our client’s high availability, cybersecurity, disaster recovery and business continuity capabilities, each of which have become more secureimportant during 2021. In addition, Mercy Iowa City selected the Allscripts Sunrise Platform of Health as the core EHR for its community hospital. Mercy Iowa City is an acute care hospital and regional referral center that draws patients from throughout Eastern Iowa. The Company also substantially expanded our clients. Wepartnership with another client, Blessing Health System, to three facilities—Blessing Health Keokuk, Hannibal Clinic, and partner provider Scotland County Hospital. Blessing Health System has also expandedimplemented Allscripts® Managed Services and has extended its agreement through 2028. Further, long-term client BronxCare Health System signed an extension with Allscripts into 2031.     

Throughout the COVID-19 pandemic, the Company’s partnership between the Veradigm®Veradigm business unit and HealthVerity, Inc., which will focus onhas assisted our clients by providing them with 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 connectsvalue needed to manage all aspects of care,the pandemic. One example of that value is the Veradigm StudySource platform which modernizes clinical research and extends the Company’s EHR systems to include research workflows. During 2021 Veradigm signed a partnership agreement with PRA Health Sciences, Inc. (which has since been acquired by ICON) to create an industry leading EHR-based clinical research network, reaching more than 25,000 physicians and 40 million patients across the United States.  Veradigm also signed a teaming agreement to provide the U.S. Centers for Disease Control and Prevention access to the Company’s Health Insights’ EHR data set to advance and assist COVID-19 research, including acute, ambulatory, surgical, pharmacy, radiologyanalyzing and laboratorydeveloping insights related to variants, vaccinations, long-term effects and other COVID-19 related questions. In addition, Veradigm signed an agreement

with Moderna during 2021 to provide research consulting and data analytics services and also features an integrated revenue cycle and patient administration system; and TouchWorks^TM 20.0,for eight real-world database studies focused on gaining a scalable, flexible platform that expands on open architecture to support interoperability and make clinical decision support atbetter understanding of Moderna’s COVID-19 vaccine in the point of care easier. U.S. population.  

Finally, during 20202021 we increasedfurther enhanced the Company’s commitment to diversity, equity and inclusion (“DE&I”), through the launch of a champions networkfour additional employee enrichment groups for associates of associates from diverse backgrounds and locations to help support the Company’s DE&I efforts,efforts. We also launched ADP Empower, an initiative through the Allscripts Developer Program that is intended to promote diverse voices in the healthcare technology industry by offering resources and through conducting mandatory DE&I training for all associates director level and above.    

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Compensation Discussion and Analysis

The Company’s executive compensation program is designedsupport to provide for rigorous pay-for-performance accountability and strongly align realizable compensation outcomes with key financial metrics and valuation over multiple year measurement periods. For example, in 2017 and 2018 each of the then serving NEOs received an award of performance stock units (“PSUs”) that were eligible to vest in 2020 and 2021, respectively, based on the Company’s relative total shareholder return (“TSR”) measured against a peer group of companies over a three-year performance period. 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 will have to sustain that performance over a period of multiple years. This outcome demonstrates the Company’s commitment to rewarding sustainable long-term financial performance.underrepresented entrepreneurs.  

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 2020.2021. For the three-year period from 20182019 to 2020,2021, roughly 134%194% 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 – 2021, 2020 2019 and 2018.2019. Mr. Black’s 2018, 2019, 2020 and 20202021 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 2018, 2019, 2020 and 2020.2021.  All equity awards are valued using $14.44$18.45 per share, the closing price of the Company’s common stock on December 31, 2020,2021, and, in the case of PSUs subject to on-going performance periods, estimated performance as of December 31, 2020.2021.

CEO Three-Year Average Target Versus Realized or Realizable Compensation

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 The very high percentage of Mr. Black’s total compensation that has been realized or Realizable Compensation

is realizable is reflective of the Company’s positive financial performance over the last three years.

The Compensation Committee considered financial and operational results, as well as the Company’s stock price performance, when making compensation decisions for 2020.2021. In designing and overseeing the various elements of the 20202021 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.growth and continued accountability for our long-term stock price performance with the use of rigorously-designed relative TSR PSUs.

The charts below illustrate the 20202021 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%88% of the CEO’s 20202021 target total direct compensation, and 84%86% of the average of the target total compensation for the other NEOs serving as of December 31, 20202021 is at-risk compensation that is dependent on either the Company’s financial performance or stock price.price performance. Total direct compensation includes annual

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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.price performance.

The at-risk elements of the Company’s 20202021 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 “2020“2021 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 20202021 Bonus Plan.

With respect to equity awards, in 20202021 the Compensation Committee approved annual equity grants to the NEOs in the form of: