UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

QUALITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

CALIFORNIA		001-12537		95-2888568
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

18111 Von Karman, Suite 700
Irvine, California 92612
(Address of Principal Executive Offices)
(949) 255-2600
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01 Entry into a Material Definitive Agreement

               On August 11, 2011, the Board of Directors (the “Board”) of Quality Systems, Inc. (“QSI”) approved a standard form of Restricted Stock Unit Agreement (“RSU Agreement”), which QSI will enter into with each of its outside directors in accordance with the terms of QSI’s 2012 Director Compensation Program (“2012 Program”). The RSU Agreement sets forth certain terms and conditions in connection with the Board’s grant of restricted stock units under the 2012 Program, including: (i) the number of restricted stock units granted to the grantee, (ii) vesting periods for the restricted stock units, and (iii) a one-year restriction, beginning from the date a restricted stock unit vests, on the grantee’s ability to sell, transfer, assign, pledge or otherwise encumber or dispose of the vested restricted stock unit (or the underlying shares of the Company’s common stock represented by the restricted stock unit). The RSU Agreement is attached to this report as Exhibit 10.1, which exhibit is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

          On August 11, 2011, QSI held its 2011 Annual Shareholders’ Meeting. QSI shareholders were asked to consider and vote upon the following five proposals:

	1.		To elect nine director nominees to serve as directors of QSI;
	2.		To approve the QSI Second Amended and Restated 2005 Stock Option and Incentive Plan;
	3.		To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2012;
	4.		To conduct an advisory vote on the compensation of our named executive officers; and
	5.		To conduct an advisory vote on the frequency of an advisory vote on the compensation of our named executive officers.

The results of the shareholder votes were as follows:

Proposal No. 1		For				Withheld
Election of Directors
Craig A. Barbarosh			20,150,136				42,898
Murray F. Brennan, M.D.			20,149,357				43,677
George H. Bristol			20,151,073				41,961
Patrick B. Cline			19,693,471				499,563
Ahmed D. Hussein			14,921,091				5,271,943
D. Russell Pflueger			20,150,666				42,368
Steven T. Plochocki			20,007,160				185,874
Sheldon Razin			19,672,158				520,876
Maureen A. Spivack			20,156,860				36,174

Proposal No. 2

For

Against

Abstain

Approve Second Amended and Restated 2005 Stock Option and Incentive Plan

19,393,795

732,920

66,319

Proposal No. 3

For

Against

Abstain

Ratification of the appointment of PricewaterhouseCoopers LLP as QSI’s independent public accountants for the fiscal year ending March 31, 2012

27,154,017

113,349

12,106

Proposal No. 4

For

Against

Abstain

Advisory vote on the compensation of our named executive officers.

20,047,183

112,364

33,487

Proposal No. 5		1 Year				2 Year				3 Year				Abstain
Advisory vote on the frequency of an advisory vote on the compensation of our named executive officers.			19,247,240				29,878				898,181				17,735

As a result of the shareholder vote:

          (i) with respect to Proposal No. 1, Craig Barbarosh, Murray Brennan, M.D., George Bristol, Patrick Cline, Ahmed Hussein, Russell Pflueger, Steven Plochocki, Sheldon Razin and Maureen Spivack were elected to serve as directors.

          (ii) Proposal No. 2 was approved.

          (iii) Proposal No. 3 was approved.

          (iv) the advisory vote on Proposal No. 4, the compensation of our named executive officers, represented the following voting percentages of votes cast:

               For: 99.27%; Against: 0.55% ; and Abstain: 0.16% .

The QSI Compensation Committee will take this advisory vote into consideration as part of its compensation review and analysis.

          (v) the advisory vote on Proposal No. 5, the frequency of an advisory vote on the compensation of our named executive officers, represented the following voting percentages of votes cast:

               One Year: 95.31%; Two Years: 0.14%; Three Years: 4.44%; Abstain: 0.08%.

Based on the results of this advisory vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Item 9.01		Financial Statements and Exhibits.

(d)		Exhibits.

Exhibit 10.1		Form of Restricted Stock Unit Agreement

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2011

		QUALITY SYSTEMS, INC.
		By:		/s/ Paul Holt
				Paul Holt Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number		Description
Exhibit 10.1		Form of Restricted Stock Unit Agreement