2011 Proxy Statement
2010 Annual Report

Robert M. Holster

Chairman of the Board

Robert M. Holster has served as one of our directors since May 2005 and as the Chairman of our Board of Directors since April 2006 (in a non-employee capacity since January 2011). From May 2005 to February 2009, Mr. Holster served as our Chief Executive Officer and from April 2001 to May 2005, he served as President and Chief Operating Officer. Previously, Mr. Holster served as our Executive Vice President from 1982 through 1993 and as one of our directors from 1989 through 1996. Mr. Holster previously served in a number of executive positions including Chief Executive Officer of HHL Financial Services, Inc., Chief Financial Officer of Macmillan, Inc. and Controller of Pfizer Laboratories, a division of Pfizer, Inc.

Mr. Holster has been a member of our management team and that of our predecessor, Health Management Systems, Inc. for an aggregate of over 20 years, including serving as our Chief Executive Officer for four years and as our President and Chief Operating Officer for four years. Given his extensive history with the Company, Mr. Holster brings an unmatched depth of industry and company-specific experience to his role as our Chairman.

Holdings: 345,727 shares     View Transactions

Date	Type	Shares Traded	Price Range
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Sep 14, 2011	Sell	16,400	26.14
Aug 31, 2011	Sell	1,600	26.71
Aug 30, 2011	Sell	20,184	25.50 - 26.20
Aug 29, 2011	Sell	19,816	25.50
Aug 26, 2011	Sell	20,000	25.25
Aug 24, 2011	Sell	21,300	25.30
Mar 9, 2011	Sell	16,000	81.00
Mar 3, 2011	Sell	16,000	77.14
Mar 2, 2011	Sell	5,337	75.75
Mar 1, 2011	Sell	7,996	75.75
Feb 25, 2011	Option Execute	13,333	25.45
Jan 21, 2011	Option Execute	51,611	3.41
Dec 31, 2010	Acquisition (Non Open Market)	933	n/a
Nov 24, 2010	Sell	6,667	63.68
Nov 24, 2010	Option Execute	6,667	25.45
Nov 11, 2010	Sell	6,300	61.07
Nov 11, 2010	Sell	20,000	61.02
Nov 11, 2010	Option Execute	6,300	1.19
Nov 11, 2010	Option Execute	20,000	6.95
Nov 10, 2010	Sell	25,700	61.46
Nov 10, 2010	Option Execute	25,700	1.19
Sep 9, 2010	Sell	25,000	56.05
Sep 9, 2010	Option Execute	25,000	1.19
Sep 3, 2010	Sell	19,900	55.67
Sep 3, 2010	Option Execute	19,900	1.19
Sep 2, 2010	Sell	5,100	55.02
Sep 2, 2010	Option Execute	5,100	1.19
Aug 27, 2010	Sell	25,000	53.11
Aug 27, 2010	Option Execute	25,000	1.19
Aug 26, 2010	Sell	4,200	53.07
Aug 26, 2010	Option Execute	4,200	1.19
Aug 23, 2010	Sell	1,373	53.05
Aug 23, 2010	Option Execute	1,373	1.19
Aug 20, 2010	Option Execute	33,333	2.92
Aug 20, 2010	Sell	1,127	53.00
Aug 20, 2010	Option Execute	34,460	1.19 - 2.92
Aug 18, 2010	Sell	6,300	53.04
Aug 18, 2010	Option Execute	6,300	1.19
Aug 6, 2010	Option Execute	15,000	2.48
Aug 5, 2010	Sell	1,500	55.03
Aug 5, 2010	Option Execute	1,500	1.19
Aug 4, 2010	Sell	10,500	55.09
Aug 4, 2010	Option Execute	10,500	1.19
Jun 3, 2010	Sell	10,000	55.22
Jun 3, 2010	Option Execute	10,000	6.95
May 18, 2010	Sell	10,000	55.31
May 18, 2010	Option Execute	10,000	6.95
May 11, 2010	Sell	18,700	54.94
May 11, 2010	Option Execute	18,700	3.41

Bill Lucia

President and Chief Executive Officer

William C. Lucia has served as our President and Chief Executive Officer since March 2009 and as one of our directors since May 2008. From May 2005 to March 2009, Mr. Lucia served as our President and Chief Operating Officer. Since joining us in 1996, Mr. Lucia has held several positions with us, including: President of our subsidiary, Health Management Systems, Inc. from 2002 to 2009; President of our Payor Services Division from 2001 to 2002; Vice President and General Manager of our Payor Services Division from 2000 to 2001; Vice President of our Business Office Services from 1999 to 2000; Chief Operating Officer of our former subsidiary Quality Medical Adjudication, Incorporated (QMA) and Vice President of West Coast Operations from 1998 to 1999; Vice President and General Manager of QMA from 1997 to 1998; and Director of Information Systems for QMA from 1996 to 1997. Prior to joining us, Mr. Lucia served in various executive positions including Senior Vice President, Operations and Chief Information Officer for Celtic Life Insurance Company and Senior Vice President, Insurance Operations for North American Company for Life and Health Insurance. Mr. Lucia is a Fellow of the Life Management Institute (FLMI) Program through LOMA, an international association through which insurance and financial services companies around the world engage in research and educational activities to improve company operations. With over 14 years experience working across multiple divisions at HMS and his prior experience in the insurance industry, Mr. Lucia brings to our Board of Directors in-depth knowledge of the Company and the healthcare and insurance industries. In his prior role as our President and Chief Operating Officer, Mr. Lucia gained critical insights into managing and growing our business in our complex and dynamic healthcare environment, making him well-positioned to lead our management team and provide essential insight and guidance to the Board of Directors from an inside perspective.

Holdings: 275,120 shares     View Transactions

Date	Type	Shares Traded	Price Range
Feb 16, 2012	Automatic Sell	15,000	33.28
Feb 16, 2012	Option Execute	15,000	8.48
Jan 5, 2012	Automatic Sell	15,000	30.70
Jan 5, 2012	Option Execute	15,000	8.48
Dec 15, 2011	Automatic Sell	15,000	30.47
Dec 15, 2011	Option Execute	15,000	8.48
Nov 10, 2011	Acquisition (Non Open Market)	20,000	3.15
Oct 31, 2011	Automatic Sell	15,000	23.31
Oct 31, 2011	Option Execute	15,000	3.15
Sep 27, 2011	Automatic Sell	15,000	25.41
Sep 27, 2011	Option Execute	15,000	2.32 - 3.15
Aug 11, 2011	Automatic Sell	5,000	65.08
Aug 11, 2011	Option Execute	5,000	6.95
Jul 20, 2011	Automatic Sell	5,000	75.92
Jul 20, 2011	Option Execute	5,000	6.95
Jun 14, 2011	Buy	1,000	72.80
Jun 2, 2011	Automatic Sell	5,000	76.49
Jun 2, 2011	Option Execute	5,000	6.95
May 19, 2011	Automatic Sell	5,000	77.33
May 19, 2011	Option Execute	5,000	6.95
Apr 5, 2011	Automatic Sell	5,000	83.30
Apr 5, 2011	Option Execute	5,000	6.95
Mar 16, 2011	Automatic Sell	5,000	78.05
Mar 16, 2011	Option Execute	5,000	6.95
Feb 18, 2011	Disposition (Non Open Market)	2,896	73.92
Feb 17, 2011	Acquisition (Non Open Market)	18,262	n/a
Feb 8, 2011	Automatic Sell	8,000	66.61
Feb 8, 2011	Option Execute	8,000	6.95
Jan 26, 2011	Automatic Sell	8,000	66.13
Jan 26, 2011	Option Execute	8,000	6.95
Dec 20, 2010	Option Execute	14,000	9.44
Dec 15, 2010	Automatic Sell	8,000	64.64
Dec 15, 2010	Option Execute	8,000	6.95
Nov 3, 2010	Automatic Sell	8,000	59.84
Nov 3, 2010	Option Execute	8,000	6.95
Oct 20, 2010	Automatic Sell	8,000	60.39
Oct 20, 2010	Option Execute	8,000	6.95
Sep 9, 2010	Automatic Sell	8,000	55.96
Sep 9, 2010	Option Execute	8,000	6.95
Aug 3, 2010	Automatic Sell	8,000	55.53
Aug 3, 2010	Option Execute	8,000	6.95
Jul 14, 2010	Automatic Sell	8,000	58.03
Jul 14, 2010	Option Execute	8,000	6.95
Jun 3, 2010	Automatic Sell	8,000	54.26
Jun 3, 2010	Option Execute	8,000	6.95
May 18, 2010	Automatic Sell	8,000	55.01
May 18, 2010	Option Execute	8,000	6.95
Apr 6, 2010	Automatic Sell	8,000	50.51
Apr 6, 2010	Option Execute	8,000	6.95
Mar 24, 2010	Automatic Sell	8,000	51.22

James T. Kelly

James T. Kelly has served as one of our directors since December 2001. Mr. Kelly is a private investor. From 1986 to 1996, Mr. Kelly served as the Chief Executive Officer of Lincare Holdings, Inc., a publicly traded company that provides respiratory care, infusion therapy and medical equipment to patients in the home. From 1994 to 2000, Mr. Kelly served as Chairman of the Board of Directors of Lincare Holdings. Prior to joining Lincare, Mr. Kelly spent 19 years in various management positions within the Mining and Metals Division of Union Carbide Corporation. Mr. Kelly also serves as a director of Emergency Medical Services Corporation and from 1997 to 2009 Mr. Kelly served as a director of American Dental Partners, Inc. Mr. Kelly brings over 20 years of public company experience to our Board of Directors, both through his board memberships and through his role as Chief Executive Officer of Lincare Holdings. Given his background and experiences, he provides the Company with valuable financial, operational and strategic expertise and his extensive experience with financial reporting rules and regulations in a public company environment make him well-positioned to serve as a member of the Audit Committee, as our Audit Committee Financial Expert and as a member of the Compensation Committee.

Member of the Audit Committee
Member of the Nominating and Governance Committee
Member of the Compensation Committee

Holdings: 5,353 shares     View Transactions

Date	Type	Shares Traded	Price Range
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Dec 31, 2010	Acquisition (Non Open Market)	933	n/a
Dec 10, 2009	Sell	13,670	46.07
Dec 10, 2009	Option Execute	13,670	2.48
Nov 23, 2009	Sell	20,000	45.26
Nov 23, 2009	Option Execute	20,000	2.48
Nov 9, 2009	Sell	25,000	43.83
Nov 9, 2009	Option Execute	25,000	2.48
Nov 6, 2009	Sell	3,000	42.58
Nov 6, 2009	Option Execute	3,000	2.48
Nov 5, 2009	Sell	22,000	42.50
Nov 5, 2009	Option Execute	22,000	2.48
Sep 11, 2009	Sell	10,850	38.53
Sep 11, 2009	Option Execute	10,850	2.48
Sep 10, 2009	Sell	5,780	38.54
Sep 10, 2009	Option Execute	5,780	2.48
May 21, 2009	Sell	2,200	36.17
May 21, 2009	Option Execute	2,200	2.48
May 20, 2009	Sell	22,500	36.26
May 20, 2009	Option Execute	22,500	2.48
May 12, 2009	Sell	25,000	37.15
May 12, 2009	Option Execute	25,000	2.48
May 8, 2009	Sell	25,000	34.96
May 8, 2009	Option Execute	25,000	2.48
May 7, 2009	Sell	25,000	34.11
May 7, 2009	Option Execute	25,000	2.48
Mar 13, 2009	Sell	10,000	35.04
Mar 13, 2009	Option Execute	10,000	2.48
Mar 11, 2009	Sell	6,869	32.87
Mar 11, 2009	Option Execute	6,869	2.48
Mar 10, 2009	Sell	14,631	32.57
Mar 10, 2009	Option Execute	14,631	2.48
Mar 9, 2009	Sell	3,500	32.06
Mar 9, 2009	Option Execute	3,500	2.48
Nov 21, 2008	Sell	15,000	26.16
Nov 21, 2008	Option Execute	15,000	2.48
Nov 7, 2008	Sell	12,900	25.01
Nov 7, 2008	Option Execute	12,900	3.05
Nov 6, 2008	Sell	7,100	25.02
Nov 6, 2008	Option Execute	7,100	3.05

William F. Miller III

William F. Miller III has served as one of our directors since October 2000. Mr. Miller is a partner of Highlander Partners, a private equity group in Dallas, Texas focused on investments in healthcare products, services and technology. From October 2000 to April 2005, Mr. Miller served as our Chief Executive Officer and from December 2000 to April 2006, Mr. Miller served as our Chairman. From 1983 to 1999, Mr. Miller served as President and Chief Operating Officer of EmCare Holdings, Inc., a national healthcare services firm focused on the provision of emergency physician medical services. From 1980 to 1983, Mr. Miller served as Administrator/Chief Operating Officer of Vail Mountain Medical. Mr. Miller also serves as a director of Lincare Holdings, Inc. and several private companies.

Mr. Miller brings to the Board of Directors both a thorough understanding of our business and the healthcare industry and extensive experience in the financial markets. His significant operational experience, both at HMS and at EmCare Holdings, makes him well-positioned to provide the Company with insight on financial, operational and strategic issues and makes him a valuable member of our Audit and Compensation Committees.

Member of the Audit Committee
Member of the Nominating and Governance Committee
Member of the Compensation Committee

Holdings: 199,889 shares     View Transactions

Date	Type	Shares Traded	Price Range
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Sep 14, 2011	Buy	10,000	25.45
Mar 8, 2011	Sell	6,650	80.50
Mar 8, 2011	Option Execute	6,650	14.66
Dec 31, 2010	Acquisition (Non Open Market)	933	n/a
Sep 8, 2010	Sell	33,299	55.54
Sep 7, 2010	Sell	6,701	55.05
Aug 18, 2010	Sell	9,491	53.00
May 13, 2010	Sell	6,107	56.53
May 8, 2010	Sell	40,000	52.15
Mar 5, 2010	Sell	900	46.50
Mar 3, 2010	Sell	100	46.50
Mar 2, 2010	Sell	11,000	46.50
Dec 3, 2009	Sell	25,000	45.21
Dec 3, 2009	Sell	25,000	45.21
Nov 9, 2009	Sell	25,000	43.91
Sep 14, 2009	Sell	50,000	38.16
Jun 2, 2009	Sell	25,000	37.14
May 12, 2009	Sell	25,000	37.00
Mar 13, 2009	Sell	25,000	35.25
Mar 3, 2009	Sell	50,000	30.86
Dec 8, 2008	Sell	50,000	30.17
Nov 20, 2008	Sell	50,000	26.36
Nov 5, 2008	Sell	3,357	25.75

William S. Mosakowski

William S. Mosakowski has served as one of our directors since December 2006. Mr. Mosakowski is the President and Chief Executive Officer of Public Consulting Group, Inc. (PCG), which he founded in 1986. Prior to starting PCG, Mr. Mosakowski served as Assistant Revenue Director for the Massachusetts Department of Developmental Services (formerly the Department of Mental Health and Mental Retardation). He later served as Manager of Reimbursement for the Harvard Community Health Plan and was a senior consultant with Touche Ross & Company. Mr. Mosakowski is the Chairman of the Board of Trustees of Clark University and a founding benefactor of Clark University's Mosakowski Institute for Public Enterprise. Mr. Mosakowski serves on the Board of Directors of several private and not-for-profit companies. Given Mr. Mosakowski's experiences founding and growing PCG, he brings to our Board of Directors a deep understanding of the healthcare industry, the services that we provide, the markets that we serve and the potential for our continued growth.

Holdings: 5,353 shares     View Transactions

Date	Type	Shares Traded	Price Range
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Dec 31, 2010	Acquisition (Non Open Market)	933	n/a
Dec 2, 2008	Sell	55,150	28.20
Dec 1, 2008	Sell	94,650	28.37
Nov 26, 2008	Sell	166,800	28.54
Nov 25, 2008	Sell	16,300	28.02
Nov 24, 2008	Sell	16,900	28.00

Ellen A. Rudnick

Ellen A. Rudnick has served as one of our directors since 1997. Since 1999, Ms. Rudnick has served as Executive Director and Clinical Professor of the Polsky Center for Entrepreneurship, University of Chicago Booth School of Business. From 1993 until 1999, Ms. Rudnick served as Chairman of Pacific Biometrics, Inc., a publicly held healthcare biodiagnostics company and its predecessor, Bioquant, which she co-founded. From 1990 to 1992, she served as President and Chief Executive Officer of Healthcare Knowledge Resources (HKR), a privately held healthcare information technology corporation and subsequently served as President of HCIA, Inc. (HCIA) following the acquisition of HKR by HCIA. From 1975 to 1990, Ms. Rudnick served in various positions at Baxter Health Care Corporation, including Corporate Vice President of Baxter Healthcare and President and Founder of Baxter Management Services Division. From 1992 to 2003, Ms. Rudnick served as Chairman of CEO Advisors, Inc., a privately held consulting firm. Ms. Rudnick also serves as a director of Patterson Companies, Inc. and First Midwest Bancorp, Inc. Ms. Rudnick brings to the Board of Directors extensive business understanding and demonstrated management expertise, having served in key leadership positions at a number of healthcare companies. Ms. Rudnick has a comprehensive understanding of the operational, financial and strategic challenges facing companies and knows how to make businesses work effectively and efficiently. Her management experience has provided her with a thorough understanding of the financial and other issues facing large companies, making her particularly valuable as the Chairman of our Audit Committee and as a member of our Nominating and Compliance Committees.

Chair of the Audit Committee
Member of the Nominating and Governance Committee
Member of the Compliance Committee

Holdings: 14,353 shares     View Transactions

Date	Type	Shares Traded	Price Range
Nov 11, 2011	Acquisition (Non Open Market)	25,000	1.02 - 8.48
Nov 11, 2011	Disposition (Non Open Market)	25,000	30.28
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Feb 28, 2011	Acquisition (Non Open Market)	5,000	3.05
Feb 28, 2011	Disposition (Non Open Market)	5,000	75.50
Feb 25, 2011	Acquisition (Non Open Market)	5,000	3.05
Feb 25, 2011	Disposition (Non Open Market)	5,000	74.00
Dec 31, 2010	Acquisition (Non Open Market)	933	n/a
Nov 19, 2010	Sell	5,000	62.00
Nov 19, 2010	Option Execute	5,000	2.48
Nov 18, 2010	Sell	5,000	61.50
Nov 18, 2010	Option Execute	5,000	2.48
Nov 8, 2010	Sell	5,000	61.03
Nov 8, 2010	Option Execute	5,000	2.48
Nov 5, 2010	Sell	5,000	60.78
Nov 5, 2010	Option Execute	5,000	2.48
Nov 17, 2009	Sell	8,000	45.57 - 45.59
Nov 17, 2009	Option Execute	10,000	2.48
Mar 9, 2009	Sell	5,000	32.00
Mar 9, 2009	Option Execute	5,000	2.48
Mar 6, 2009	Sell	5,000	31.25
Mar 6, 2009	Option Execute	5,000	2.48
Mar 5, 2009	Sell	5,000	31.01
Mar 5, 2009	Option Execute	5,000	2.48
Feb 26, 2009	Sell	5,000	30.72
Feb 26, 2009	Option Execute	5,000	2.48
Dec 8, 2008	Sell	11,000	29.92
Dec 8, 2008	Option Execute	11,000	1.07 - 2.48

Bart M Schwartz

Bart M. Schwartz has served as one of our directors since July 2010. Mr. Schwartz currently serves as the Chairman and Chief Executive Officer of SolutionPoint International LLC which provides an integrated array of business intelligence, security and compliance, identity assurance and situational awarness solutions. In 2003, Mr. Schwartz founded his own law firm, which specializes in, among other areas, conducting independent investigations, monitoring and Independent Private Sector Inspector General engagements and developing, auditing and implementing compliance programs. From 1991 to 2003, Mr. Schwartz served as the Chief Executive Officer of Decision Strategies, an internationally recognized investigative and security firm, which was sold to SPX Corporation in 2001. Mr. Schwartz has over 30 years' experience managing domestic and international investigations, prosecutions and assessments for clients in both the public and private sectors. Mr. Schwartz brings extensive legal and compliance experience to our Board of Directors, which is particularly valuable as we continue to expand our business. Mr. Schwartz's background makes him well-positioned to serve as the Chairman of the Compliance Committee and a member of the Nominating Committee.

Member of the Nominating and Governance Committee
Chair of the Compliance Committee

Holdings: 8,698 shares     View Transactions

Date	Type	Shares Traded	Price Range
Dec 30, 2011	Acquisition (Non Open Market)	175	31.98
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Sep 23, 2011	Acquisition (Non Open Market)	230	24.42
Jun 24, 2011	Acquisition (Non Open Market)	77	73.42
May 4, 2011	Buy	750	76.36
Mar 25, 2011	Acquisition (Non Open Market)	69	81.54
Dec 31, 2010	Acquisition (Non Open Market)	1,019	0.00 - 64.77

Michael A. Stocker MD

Michael A. Stocker, M.D. has served as one of our directors since January 2007. Since September 2008, Dr. Stocker has served as Chairman of the Board of the New York City Health and Hospitals Corporation (HHC), the largest municipal hospital and health care system in the country. From January 2006 to April 2007, Dr. Stocker served as President and Chief Executive Officer of WellPoint, Inc.'s East Region. Dr. Stocker served as President and Chief Executive Officer of Empire Blue Cross Blue Shield from 1994 until its acquisition by Wellpoint, Inc. in December 2005. Dr. Stocker has also held executive level positions with both CIGNA and US Healthcare. Dr. Stocker serves as a director of Coventry Health Care, Inc. He also serves on the Boards of the Arthur Ashe Institute for Urban Health, New York Stem Cell Funding Committee, SeeChange Health and Triveris, Inc. (part of the Psilos Group). Dr. Stocker brings a unique perspective to our Board of Directors given his background as a medical professional, his recognized expertise as a business leader, which is exemplified by his appointment as Chairman of HHC by New York's Mayor Bloomberg and his executive-level experience at some of the largest US health insurance companies. Dr. Stocker's background and experience make him well-positioned to serve as the Chairman of the Nominating Committee and as a member of the Compliance Committee.

Chair of the Nominating and Governance Committee
Member of the Compliance Committee

Holdings: 5,353 shares     View Transactions

Date	Type	Shares Traded	Price Range
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Dec 31, 2010	Acquisition (Non Open Market)	933	n/a

Richard H. Stowe

Richard H. Stowe has served as one of our directors since 1989. Mr. Stowe is a general partner of Health Enterprise Partners LLP, a private equity firm. From 1999 to 2005, Mr. Stowe was a private investor, a senior advisor to the predecessor funds to Health Enterprise Partners and a senior advisor to Capital Counsel LLC, an asset management firm. From 1979 until 1998, Mr. Stowe was a general partner of Welsh, Carson, Anderson & Stowe. Prior to 1979, he was a Vice President in the venture capital and corporate finance groups of New Court Securities Corporation (now Rothschild, Inc.). Mr. Stowe is also a director of several private and not-for-profit companies and educational institutions. From 1998-2007, Mr. Stowe served as a director of MedQuist, Inc. Mr. Stowe brings 40 years of financial, capital markets and investment experience to our Board of Directors. Mr. Stowe's background and experience make him well-positioned to serve as the Chairman of the Compensation Committee and as a member of the Audit and Nominating Committees.

Member of the Audit Committee
Member of the Nominating and Governance Committee
Chair of the Compensation Committee

Holdings: 7,553 shares     View Transactions

Date	Type	Shares Traded	Price Range
Dec 30, 2011	Acquisition (Non Open Market)	351	31.98
Oct 1, 2011	Acquisition (Non Open Market)	2,554	22.95
Sep 23, 2011	Acquisition (Non Open Market)	460	24.42
Jun 24, 2011	Acquisition (Non Open Market)	153	73.42
Mar 25, 2011	Acquisition (Non Open Market)	138	81.54
Dec 31, 2010	Acquisition (Non Open Market)	1,106	0.00 - 64.77
Dec 11, 2009	Sell	51,000	45.73
Dec 11, 2009	Option Execute	51,000	1.07

3 Mo. 6 Mo. 1 Yr.
Stock Quote
HMS Holdings Corp
Price:	32.81
Change:	+ 0.20
Day High:	33.10
Day Low:	32.12
Volume:	641,000
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