TruBridge (TBRG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2025, with voting on key proposals including director elections, board declassification, incentive plan amendments, executive compensation, and auditor ratification.

• The company emphasizes environmental responsibility by conducting the meeting online and providing proxy materials electronically.

• Shareholder engagement is a priority, with proactive outreach to investors representing a significant portion of outstanding shares.

Voting matters and shareholder proposals

• Proposals include electing four directors, declassifying the board, amending the 2019 Incentive Plan, an advisory vote on executive compensation, and ratifying Grant Thornton LLP as auditor.

• The board recommends voting FOR all proposals.

• Approval of the Declassification Amendment will result in annual director elections starting in 2026.

• If the incentive plan amendment is approved, available shares for equity awards will increase to 3,935,000.

Board of directors and corporate governance

• The board is currently classified but seeks declassification for annual elections.

• Recent cooperation agreements with major investors led to new director appointments.

• Seven of nine directors are independent, and the board is led by an independent chairperson.

• Annual board and committee evaluations are conducted, with a focus on continuous improvement.

• Stock ownership guidelines apply to both directors and executives.