Trubridge Inc

1. 1

   Adopt Agreement and Plan of Merger (Merger Proposal

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger dated April 23, 2026 under which Merger Sub will merge with and into TruBridge, and TruBridge will become a wholly owned subsidiary of Inventurus Knowledge Solutions, Inc., with eligible stockholders receiving $26.25 in cash per share.

   More detail

   Proposal 1 asks shareholders to approve and adopt the Agreement and Plan of Merger, under which IKS Next Horizon, Inc. (Merger Sub), a subsidiary of Inventurus Knowledge Solutions, Inc. (IKS), will merge with and into TruBridge, with TruBridge surviving as a wholly owned subsidiary of IKS. Management seeks shareholder approval because the Merger is a closing condition under the Merger Agreement and is necessary for the transaction to be consummated. The Merger consideration is $26.25 in cash per share, representing premiums over recent trading prices, and the Board obtained a fairness opinion from Solomon Partners. Significant context includes the strategic review process, pre-signing sale process involving outreach to 59 potential buyers, competition from financial and strategic suitors and support agreements from specified stockholders representing approximately 27.3% of outstanding shares. The Merger Agreement contains customary closing conditions, non-solicitation covenants, termination fees (a $12.3M Termination Fee payable by TruBridge in certain circumstances and a $24.6M Reverse Termination Fee payable by IKS in certain circumstances), and provisions regarding regulatory approvals and financing. IKS has obtained debt financing letters committing up to $670M in debt financing and TopCo shareholders representing approximately 62% executed a TopCo Support Agreement to facilitate approval of debt financing; however TopCo shareholder approval is required in India with a 75% vote standard, and TopCo participation introduces additional regulatory and funding contingencies. The Board unanimously recommends shareholders vote FOR adoption of the Merger Agreement, citing the significant premium and fairness opinion as key reasons, while acknowledging risks including regulatory approvals, TopCo shareholder approval, antitrust review, financing certainty and the loss of participation in future upside by TruBridge stockholders. The Board considered alternative transactions and negotiated protections (indemnities, specific performance rights and shareholder appraisal rights) and concluded that the Merger’s benefits outweigh the risks.

2. 2

   Non-binding, advisory vote on Named Executive Officer Merger-Related Compensation (Proposal 2

   ManagementBoard: FOR

   Non-binding advisory approval of certain merger-related compensation to TruBridge’s named executive officers that may be paid or become payable in connection with the Merger.

   More detail

   This advisory (non-binding) proposal seeks shareholder approval of the merger-related compensation arrangements for TruBridge’s named executive officers — including severance, accelerated equity treatment, Performance-Based Cash Awards, and retention payments — that may be paid in connection with the Merger. Management states the vote is required by SEC rules; it is not a condition to closing and is advisory only. The Board recommends a vote FOR because it has reviewed the payments and believes them appropriate given the circumstances. The proxy contains detailed quantified “golden parachute” disclosure for each named executive officer showing single- and double-trigger payments and the treatment of equity awards. Key context includes the “single-trigger” acceleration and cashout of restricted and performance equity at closing and the “double-trigger” cash severance and COBRA reimbursements payable upon qualifying post-closing termination, in addition to retention agreements in place for certain executives. Management’s counter-argument is that these payments are customary and necessary to effect the Transaction and to retain key personnel through closing; shareholder approval is advisory.

Upcoming shareholder meetings at Trubridge Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Trubridge Inc 2026 special meeting?

Trubridge Inc (TBRG) holds its 2026 special shareholder meeting on Tuesday, July 7, 2026.

What is the record date for the Trubridge Inc 2026 meeting?

The record date for the Trubridge Inc 2026 meeting is Wednesday, June 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Trubridge Inc's 2026 meeting?

The board is presenting 9 director nominees at the Trubridge Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Trubridge Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Trubridge Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.