Table of Contents I 47

CPSI 2018 Proxy Statement

Letter to Stockholders I
Notice of Annual Meeting II
Table of Contents III
General Information about the Annual Meeting 1
Proposal 1: Election of Class I Directors 6
Board Structure 6
Voting of Proxies 6
Information About the Nominees and Other Directors 6
Corporate Governance and Board Matters 9
Governance Highlights 9
Governance Guidelines and Codes of Ethics 10
Director Independence 10
Company Leadership Structure 11
Executive Sessions 12
Risk Oversight 12
Board Structure and Committees 12
Consideration of Director Nominees 15
Stockholder Communications with the Board 16
Compensation Committee Interlocks and Insider Participation 17
Equity Ownership and Retention Requirements for Non-Employee Directors 17
Executive Compensation and Other Information 18
Compensation Discussion and Analysis 18
Compensation Committee Report 30
Summary Compensation Table 31
Grants of Plan-Based Awards in 2017 33
Outstanding Equity Awards at 2017 Fiscal Year-End 34
Option Exercises and Stock Vested in 2017 35
Pension Benefits 35
Nonqualified Deferred Compensation 35
Potential Payments Upon Termination or Change-in-Control 36
Pay Ratio 37
Non-Management Director Compensation 38
Security Ownership of Certain Beneficial Owners and Management 40
Section 16(a) Beneficial Ownership Reporting Compliance 42
Certain Relationships and Related Person Transactions 43
Report of the Audit Committee 44
Proposal 2: Advisory Vote on Compensation of Our Named Executive Officers 45
Proposal 3: Ratification of Appointment of Independent Registered Public Accountants 46
General 46
Fees Paid to Grant Thornton LLP 46
Pre-Approval Policy 46
Other Matters 47
Deadline for Stockholder Proposals 47

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