SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 September 7 , 2021

By E-Mail

David A . Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

Re: NextGen Healthcare, Inc.
Revised Preliminary Proxy Statement
Filed on August 31 , 2021
File No. 001-12537

Dear M r. Katz :

We have limited our review of the filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amending your filing s, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do  not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to th is comment , we may have additional comments.

Revised Preliminary Proxy Statement
1. Please fill in the blanks in your document .
2. We note in the Notice page that cumulative voting will apply to proposal 6B “[i]f timely
and properly invoked in accordance with California law and the Company’s bylaws…”
With a view toward added disclosure, please explain to us what this language means ,
including  who would invoke cumulative voting  and the means by which they would do so
“timely and properly .”
3. Please describe in an appropriate place in your proxy statement the mechanics of the
reincorporation,  which appears may take place while the meeting is proceeding , the
mechanics of providing notice of the meeting under Delaware  law and the mechanics of
tabulating votes under two different scenarios . Also, please describe your plans in the
event the necess ary steps to reincorporate the company in Delaware are delayed or

David A . Katz, Esq.
Wachtell, Lipton, Rosen & Katz
September 7 , 2021
Page 2

 otherwise prevented from happening.
4. Please tell us supplementally , with a view toward possible disclosure, whether the
nomination notice submitted by the dissident slate will be deemed to ha ve been properly
made in accordance with Delaware law and the Delaware company’s organizational
documents.

Outstanding Shares and Voting Rights, page 2
5. We note that the bullet points in the middle of this page describe a number of events that
would take place upon the approval of proposals 1 and 2C. With a view toward revised
disclosure, please describe the effect of proposals 2A -B and 2D -G being approved or
disapproved.  We note some disclosure that appears to be related to this issue under the
caption “V ote Required” at the bottom of page 14.

Reincorporation of the Company, page 6
6. We note that in the eighth bullet point under the caption “Summary” you refer to the
bylaws being “consistent with Delaware law” in setting the vote required for the election
of directors. Please tell us, with a view toward revised disclosure, whether this reference
is to a section of the DGCL or is solely accepted practice for Dela ware corporations.

Election of Directors , page 78
7. Please describe the business experience of each  of your nominees for the past five years.
We note, for example, that the disclosure for Dr. Puryear does not specify when she
serve d in the various roles listed.

Background of the Solicitation , page 81
8. We note that the dissidents have reduced the size of  their slate of nominees. We also note
your reference in this section to the dissidents ’ attempt to “seek control.” Please update
your disclosure here and, as necessary, t hroughout the proxy statement.
9. You must avoid issuing statements that directly or ind irectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation.  Please provide a factual foundation for your disclosure  that
Mr. Razin, Mr. Rosenzweig and the dissident nom inees “delinquently” filed a Schedule
13D on August 25, 2021 .  In this regard, note that the factual foundation for such
assertion must be reasonable.  Refer to Rule 14a -9.

Form of Proxy Card
10. Please include information about the conditioni ng of proposals on each other.

David A . Katz, Esq.
Wachtell, Lipton, Rosen & Katz
September 7 , 2021
Page 3

 11. We note that proposals 6A and 6B are mutually exclusive and that if security holders vote
on proposals 6A they will be able to only check a box. On the other hand, if security
holders vote on proposal 6B, they will have the ability to cumul ate votes. Please revise
the form of proxy card to present proposals 6A and 6B separately and provide
instructions, in connection with proposal 6B, to allow security holders to indicate if they
will cumulate their votes and how to documen t such cumulating  in the card.
12. Please tell us what consideration you have given to distributing two separate proxy cards,
one for the California company and one for the Delawa re company.

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions