UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2021
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | | | | |
| Delaware | 0-15386 | 43-1196944 |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2800 Rock Creek Parkway | | | 64117 |
| North Kansas City, | Missouri | | |
| (Address of Principal Executive Offices) | | | (Zip Code) |
(816) 221-1024
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CERN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Shareholders' Meeting (the "2021 Annual Meeting") of Cerner Corporation (the "Company"), the Company's shareholders considered and voted on four proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2021. The following is a brief description of the matters that were voted on at the 2021 Annual Meeting and the results of such voting:
Proposal No. 1 - The election of four Class II Directors: Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch and Melinda J. Mount, each to serve for a one-year term.
Final Results: Four Class II Directors: Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch and Melinda J. Mount, were each elected as Class II Directors.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstentions | | Broker
Non-votes |
| | | | | | | | |
| Mitchell E. Daniels, Jr. | | 222,206,556 | | | 19,656,125 | | | 449,316 | | 18,404,857 |
| Elder Granger, M.D. | | 237,520,276 | | | 4,342,721 | | | 449,000 | | 18,404,857 |
| John J. Greisch | | 238,632,582 | | | 3,180,638 | | | 498,777 | | 18,404,857 |
| Melinda J. Mount | | 238,955,480 | | | 2,895,634 | | | 460,883 | | 18,404,857 |
Proposal No. 2 - The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2021.
Final Results: The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2021.
| | | | | | | | | | | | | | |
| For | | Against | | Abstentions |
| | | | |
| 242,080,388 | | | 15,830,314 | | | 2,806,152 | |
There were no broker non-votes with respect to this proposal.
Proposal No. 3 - An advisory vote to approve the compensation of the Company's Named Executive Officers.
Final Results: The shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
Non-votes |
| | | | | | |
| 213,489,911 | | | 27,800,641 | | | 1,021,445 | | | 18,404,857 | |
Proposal No. 4 – The consideration of a shareholder proposal to eliminate supermajority voting.
Final Results: The shareholder proposal to eliminate supermajority voting was approved.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
Non-votes |
| | | | | | |
| 221,182,190 | | | 19,982,144 | | | 1,147,663 | | | 18,404,857 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | CERNER CORPORATION |
| | | |
| Date: May 24, 2021 | | | | By: | | /s/ Mark J. Erceg |
| | | | | | Mark J. Erceg, Executive Vice President |
| | | | | | and Chief Financial Officer |
