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
______________
Date of Report (Date of earliest event reported):
December 7, 2015
______________
QUALITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of
incorporation)
001-12537
(Commission File Number)
95-2888568
(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:
⃞
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Modification of Non-Employee Director Compensation Arrangement
On December 7, 2015, the Board of Directors (the “Board”) of Quality Systems, Inc. (the “Company”) approved a modification to its 2016 Director Compensation Program to provide for an additional tier of compensation for a non-employee Vice Chairman of the Board position (the “Vice Chairman”). This Vice Chairman compensatory arrangement is comprised of a $35,000 annual cash retainer and a $40,000 restricted stock equity retainer, and will be paid to any non-employee director who serves in the position, in addition to the existing director compensation paid to such director under the Company’s 2016 Director Compensation Program. As previously disclosed in the Company’s Current Report on Form 8-K filed on November 6, 2015, the Board created the new Vice Chairman role and elected Craig Barbarosh to serve in this position, effective November 5, 2015. Mr. Barbarosh will receive the additional Vice Chairman compensation, pro-rated for the period of time from his election until the Company’s next Annual Meeting of Shareholders.

This modification to the 2016 Director Compensation Program was approved upon the recommendation of the Compensation Committee. No other changes were made to the Company’s director compensation practices. A description of the full 2016 Director Compensation Program, as modified, is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

 
Item 9.01. Financial Statements and Exhibits.
(d)     Exhibits.
Exhibit No.
 
Exhibit Description
10.1
 
2016 Director Compensation Program


2

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: December 8, 2015
QUALITY SYSTEMS, INC.
 
By:
/s/ Jocelyn A. Leavitt
 
 
Jocelyn A. Leavitt
 
 
Executive Vice President, General Counsel and Secretary



3

EXHIBIT INDEX
Exhibit No.
 
Exhibit Description
10.1
 
2016 Director Compensation Program


4




Exhibit 10.1

QSI FY 2016 Director Compensation Program

 
Tier 0
Employee Director
Tier 1
Non-Employee Director
Tier 2
Nominating & Governance and Compensation Committee Chairpersons
Tier 3
Audit Committee Chairperson
Tier 4
Vice Chairman
Tier 5
Board Chairperson and Chairman Emeritus
Annual Cash Compensation
$0
$90,000
$20,000
$30,000
$35,000
$40,000
Value of Restricted Stock
$0
$90,000
$20,000
$30,000
$40,000
$40,000

FY 2016 Director Compensation Program Terms:
1.
Meeting attendance is expected to be at or near a 100% level.
2.
Pay Tiers: Tier 0 is for directors who are full-time employees of the Company. Tier 1 is the base compensation for non-employee directors. Tier 2 is additional compensation for the Nominating and Governance Committee and Compensation Committee Chairpersons. Tier 3 is additional compensation for the Audit Committee Chairperson. Tier 4 is additional compensation for the Vice Chairman. Tier 5 is additional compensation for the Board Chairperson and Chairman Emeritus.
3.
Each director is to be awarded restricted shares of the Company’s common stock (“Restricted Stock”) upon the date of the effectiveness of the Company’s then current Equity Incentive Plan effective as of the date of his/her election or re-election to the Board equivalent to the value amounts set forth in the table above. The shares of Restricted Stock will be valued at the price of the Company’s common stock at the close of trading on the date of the director’s election or re-election to the Board. The Restricted Stock will be issued according to the standard form of the Company’s approved Amended and Restated Stock Agreement and pursuant to the Company’s Equity Incentive Plan and will carry a restriction requiring that the Restricted Stock vest in two equal installments over two consecutive years with the vesting dates being the next two meeting dates of the Company’s annual meeting of shareholders following the director’s election or re-election to the Board. In the event of an annual meeting of shareholders immediately following which a director that previously received Restricted Stock under the 2016 Director Compensation Program is no longer a member of the Board, then any unvested shares of Restricted Stock held by such director shall immediately vest and become transferable on the date of such annual meeting of shareholders. The Restricted Stock shall be granted on a pro-rata basis for directors appointed to serve less than a full year.
4.
All directors must own a minimum of 2,000 shares of the Company's common stock purchased on the open market, which must be retained as long as they are a director. New directors have nine months in which to fulfill their minimum common stock holding requirements after their election or appointment to the Board.
5.
Cash compensation shall be paid quarterly.



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