CPSI 2018 Proxy Statement

9 CORPORATE GOVERNANCE AND BOARD MATTERS Governance Highlights Our Board of Directors is committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. The “Corporate Governance and Board Matters” section of this Proxy Statement describes our governance framework, which includes the following features: • Majority voting in uncontested director elections, combined with contingent resignations of directors • 8 of 10 independent directors (7 of 9 following the Annual Meeting) • Lead independent director appointed • No poison pill in place • Annual Board and committee evaluations • Annual assessment of Board leadership structure • Regular executive sessions of independent directors • No supermajority standards — stockholders may amend our bylaws or charter by simple majority vote • Mandatory retirement age for directors of 72, subject to exceptions granted by the Nominating and Corporate Governance Committee • Risk oversight by full Board and designated committees We are committed to maintaining the highest standards of corporate governance, and during 2017, we engaged proactively with our stockholders to discuss corporate governance, our compensation programs and any other matters of interest. We believe that accountability to our stockholders is a mark of good governance, and during those discussions, we heard feedback that caused us to take action. The following table summarizes the stockholder input that we received and our corresponding corporate governance advancements: What we heard What we have done in response When effective Diversity of the Board may be improved by ensuring that diverse candidates are included in director searches Amended our Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter to (i) include diversity as a characteristic that will be considered when evaluating director candidates and (ii) specifically include a commitment to include diverse candidates in director searches November 2017 Increased diversity and new directors with directly relevant expertise would greatly benefit the Board Elected Regina M. Benjamin, Glenn P. Tobin and Denise W. Warren to the Board, all of whom have extensive experience in the healthcare industry November 2017 Appointment of a lead independent director would ensure strong independent leadership of the Board Elected Charles P. Huffman, an independent director, to serve as the Lead Director, the duties and responsibilities of which are set forth in the newly-adopted Lead Director Charter November 2017 Increasing the stock ownership guidelines for the non-employee directors would further align the interests of directors and stockholders Amended our Corporate Governance Guidelines to require that directors own shares of CPSI stock valued at five (5) times the annual retainer, increased from four (4) times the annual retainer October 2017 Equity retention requirements strengthen the link between stockholder returns and the director compensation program Amended our Corporate Governance Guidelines to require non-employee directors to retain 100% of their net shares received through CPSI’s equity plans until the stock ownership guidelines are achieved October 2017