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.

• Stockholders can vote online, by phone, mail, or during the meeting, with a record date of March 14, 2025.

• The board recommends voting in favor of all proposals and emphasizes environmental responsibility by holding a virtual meeting and providing proxy materials online.

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.

• Shareholder proposals for the 2026 meeting must be submitted by November 26, 2025.

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.

• 7 of 9 directors are independent, with an independent chairperson.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Innovation and Technology.

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

• Stock ownership guidelines apply to directors and executive officers.