CPSI 2018 Proxy Statement

6 PROPOSAL 1 ELECTION OF CLASS I DIRECTORS Board Structure Our Certificate of Incorporation provides that the number of directors of the Company shall be fixed by resolution of the Board of Directors and divided into three classes. Directors in each class are elected for three-year terms. The current term of the Class I directors expires at the 2018 Annual Meeting of Stockholders. The current Class II directors will serve until the 2019 Annual Meeting of Stockholders and until their successors have been elected and qualified. The current Class III directors will serve until the 2020 Annual Meeting of Stockholders and until their successors have been elected and qualified. We currently have ten directors. William R. Seifert, II, who is a current Class I director, has decided not to stand for re- election to the Company’s Board of Directors when his term expires at the 2018 Annual Meeting. In order to fill the vacancy that will be left by Mr. Seifert on the Board and the Audit and Compensation Committees of the Board as of the Annual Meeting, as well as to enhance the breadth of talent and experience on our Board, three new directors were elected to the Board effective November 9, 2017: • Glenn P. Tobin was appointed as a Class I director and to the Compensation Committee of the Board; • Denise W. Warren was appointed as a Class II director and to the Audit Committee of the Board; and • Regina M. Benjamin was appointed as a Class III director and to the Nominating and Corporate Governance Committee of the Board. In connection with the election of each of Mr. Tobin, Ms. Warren and Dr. Benjamin to the Board of Directors on November 9, 2017, the Board of Directors approved an increase in the size of the Board from seven directors to ten directors. The Board of Directors also approved a decrease in the size of the Board from ten directors to nine directors effective as of the conclusion of the Annual Meeting, when Mr. Seifert’s term expires. The Board of Directors has nominated John C. Johnson, W. Austin Mulherin, III and Glenn P. Tobin for election as Class I directors to serve a three-year term until the 2021 Annual Meeting of Stockholders and until their successors have been elected and qualified. Pursuant to the Company’s Director Resignation Policy, each of Mr. Johnson, Mr. Mulherin and Mr. Tobin has tendered an irrevocable contingent resignation letter. If any of them fails to receive a majority of the votes cast affirmatively or negatively at the Annual Meeting, the Nominating and Corporate Governance Committee of the Board of Directors will recommend to the Board, and the Board will determine, whether to accept or reject the resignation tendered by such individual. Following the Board’s decision, the Company will file a Current Report on Form 8-K with the SEC in order to disclose the decision, the process by which the decision was made and, if applicable, the Board’s reason or reasons for rejecting the tendered resignation. Voting of Proxies Unless otherwise instructed, the proxy holders will vote proxies held by them FOR the election of John C. Johnson, W. Austin Mulherin, III and Glenn P. Tobin as Class I directors. The Board anticipates that the nominees named above will be able to serve, but if any of the nominees should be unable or unwilling to serve, the proxies will be voted for a substitute selected by the Board, or the Board may decide not to select an additional person as a director or to reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of actual nominees so named. Vacancies that occur on the Board of Directors may be filled by remaining directors until the next election of directors for the class in which the vacancy occurred. The Board of Directors recommends that the stockholders vote FOR each of the three Class I director nominees named above. Information About the Nominees and Other Directors The biographies of each of the nominees and our other directors below contain information regarding such person’s service as a director, business experience, director positions held currently or at any time during the last five years, certain familial relationships to any executive officers, if applicable, information regarding involvement in certain legal or administrative proceedings, if applicable, and, with respect to the nominees and the continuing directors, the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each of the nominees currently serves as a director of the Company. The stock ownership with respect to each director and nominee for director is set forth in the table entitled “S ECURITY O WNERSHIP OF C ERTAIN B ENEFICIAL O WNERS AND M ANAGEMENT .”