| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 7, 2018, Premier, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders:
1. elected six Class II Directors nominated to serve on the Company’s Board of Directors until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified;
2. ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year 2019;
3. approved the Amended and Restated Premier, Inc. 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”); and
4. approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting (the “Proxy Statement”).
A more complete description of each item is set forth in the Proxy Statement.
As of the record date for the Annual Meeting, there were 53,925,158 shares of the Company’s Class A common stock and 79,409,403 shares of the Company’s Class B common stock issued and outstanding. However, as a result of the Class B common unit exchange process discussed in the Proxy Statement, under “Frequently Asked Questions—What is the Class B common unit exchange process? Will it impact the Annual Meeting?,” 9,807,651 shares of Class B common stock were retired on or about October 31, 2018 and not voted at the Annual Meeting by the Trustee under the Voting Trust Agreement relating to shares of Class B common stock, dated October 1, 2013 (the “VTA”). In addition, 117,605 shares of Class B common stock were retired prior to the Annual Meeting in connection with the departure of a member owner and not voted at the Annual Meeting by the Trustee under the VTA. The 69,484,147 currently outstanding shares of Class B common stock were voted by the Trustee at the Annual Meeting pursuant to the VTA, as discussed in the Proxy Statement.
Each share of Class A common stock and Class B common stock was entitled to one vote on each matter properly brought before the Annual Meeting. The Class A common stock and Class B common stock voted together as a class. Votes representing approximately 87% of the combined voting power of the Class A common stock and Class B common stock, as of the record date, were present in person or represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
Item 1—Election of Directors
Each of the six nominees named in the Proxy Statement was elected by the stockholders to the Company’s Board of Directors for three-year terms based on the following vote:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Barclay E. Berdan | | 94,047,228 | | 19,128,039 | | 2,959,756 |
William E. Mayer | | 111,131,303 | | 2,043,964 | | 2,959,756 |
Scott Reiner | | 87,313,289 | | 25,861,978 | | 2,959,756 |
Terry D. Shaw | | 87,266,149 | | 25,909,118 | | 2,959,756 |
Richard J. Statuto | | 87,642,990 | | 25,532,277 | | 2,959,756 |
Ellen C. Wolf | | 110,711,833 | | 2,463,434 | | 2,959,756 |
