CERNER CORPORATION

CERN
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CERNER CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/31/2022 | 07:38am

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




Gerald E. Bisbee, Jr., PhD retired from the Board of Directors (the "Board") of
Cerner Corporation ("Cerner," the "Company" or "our"), effective immediately
prior to Cerner's 2022 Annual Meeting of Shareholders held on May 26, 2022 (the
"2022 Annual Meeting"). Immediately thereafter, the size of the Board was
decreased to nine members.

As reported below, at the 2022 Annual Meeting, Cerner's shareholders approved
the amendment and restatement of the Cerner Corporation 2011 Omnibus Equity
Incentive Plan (as amended and restated, the "Omnibus Plan"). A summary of the
Omnibus Plan is included in Proposal #5 of Cerner's definitive proxy statement
filed with the Securities and Exchange Commission on April 11, 2022 (the "2022
Proxy Statement"). The description below of the Omnibus Plan is qualified in its
entirety by reference to the full text of the plan filed herewith as Exhibit
10.1 and incorporated herein by reference.

Since 2011, the Omnibus Plan has provided an important incentive to (i) create
continued alignment of Cerner's vision and mission between eligible participants
and shareholders, (ii) attract, hire and retain quality associates in an
industry that has a very competitive market for talented employees, and (iii)
meet the Company's goal of establishing a broad-based, long-term ownership focus
for the Company's high performing associates. We believe that operation of the
Omnibus Plan is important in attracting, retaining and motivating key
associates, consultants, and non-employee Directors in a competitive labor
market, which is essential to our long-term growth and success. The terms of the
Omnibus Plan provide for the granting of stock options, stock appreciation
rights, restricted stock, restricted stock units, performance shares,
performance units, performance grants and bonus shares, some of which may be
paid in cash, shares of Cerner common stock, or a combination of cash and shares
of Cerner common stock. Eligible participants under the Omnibus Plan include key
associates, consultants and non-employee directors. The Omnibus Plan is
administered by the Compensation Committee (or such other committee as the Board
of Directors may determine), and such Compensation Committee has the sole
discretion to determine who may be granted awards under the Omnibus Plan, the
size and types of such awards and the terms and conditions of such awards.


The amendments to the Omnibus Plan:




•Increase the maximum number of shares of Cerner common stock authorized for
issuance under the Omnibus Plan by 5,000,000 shares. Subject to certain
adjustments, the maximum number of shares of Cerner common stock that may be
delivered pursuant to awards under the Omnibus Plan following the amendments is
the sum of 59,300,000 shares, plus (i) that number of Shares available for
issuance under the Cerner Corporation 2004 Long-Term Incentive Plan G (the "Plan
G") as of May 27, 2011, and (ii) that number of Shares subject to awards under
Plan G that were outstanding as of May 27, 2011 and that, on or after May 27,
2011
, expire or are cancelled or terminated without the issuance of shares
thereunder.


•Extended the term of the Omnibus Plan to May 25, 2032.



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Item 5.07 Submission of Matters to a Vote of Security Holders.




At the 2022 Annual Meeting, Cerner's shareholders considered and voted on the
proposals described in detail in the 2022 Proxy Statement. The following is a
brief description of the matters that were voted on at the 2022 Annual Meeting
and the results of such voting:

Proposal No. 1 - The election of Mitchell E. Daniels, Jr., Elder Granger, M.D.,
John J. Greisch, Melinda J. Mount, George A. Riedel and R. Halsey Wise, each to
serve until the 2023 Annual Shareholders' Meeting, or until their respective
successors are duly elected and qualified.

Final Results: Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch,
Melinda J. Mount, George A. Riedel and R. Halsey Wise were each elected as
Directors.

Broker
For Against Abstentions Non-votes

Mitchell E. Daniels, Jr. 182,987,560 30,069,480 2,637,615 35,794,035
Elder Granger, M.D. 204,466,022 8,884,084 2,344,549 35,794,035
John J. Greisch 209,442,356 3,860,958 2,391,341 35,794,035
Melinda J. Mount 209,510,458 3,803,687 2,380,510 35,794,035
George A. Riedel 202,821,209 10,380,790 2,492,656 35,794,035
R. Halsey Wise 179,034,369 34,161,172 2,499,114 35,794,035




Proposal No. 2 - The ratification of the appointment of KPMG LLP as the
independent registered public accounting firm of Cerner for 2022.



Final Results: The shareholders ratified the appointment of KPMG LLP as our
independent registered public accounting firm for 2022.




For Against Abstentions

234,682,303 14,682,002 2,124,385




There were no broker non-votes with respect to this proposal.



Proposal No. 3 - An advisory vote to approve the compensation of our Named
Executive Officers.



Final Results: The shareholders approved, on an advisory basis, the compensation
of our Named Executive Officers.




Broker
For Against Abstentions Non-votes

191,876,471 20,600,424 3,217,760 35,794,035






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Proposal No. 4 - The approval of the proposed amendments to our Third Restated
Certificate of Incorporation (as amended, the "Certificate") to remove the
supermajority voting standards. This proposal included four separate
subproposals, which were voted on separately; the approval of any of the
proposed amendments was not conditioned upon approval of the other proposed
amendments. The approval of each of these amendments requires the approval of
80% or more of the aggregate outstanding shares of the Company.


Proposal #4(a): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards for certain business combination
transactions with interested stockholders.




Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards for certain business
combination transactions with interested stockholders.

Broker
For Against Abstentions Non-votes

210,699,492 3,023,056 1,972,107 35,794,035



Proposal #4(b): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards to amend or repeal any provision of
the Bylaws.

Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards to amend or repeal any
provision of the Bylaws.

Broker
For Against Abstentions Non-votes

210,616,181 3,094,339 1,984,135 35,794,035



Proposal #4(c): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards to amend or repeal certain provisions
of the Certificate.


Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards to amend or repeal
certain provisions of the Certificate.




Broker
For Against Abstentions Non-votes

210,610,112 3,090,882 1,993,661 35,794,035




Proposal #4(d): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards to remove a director with cause.




Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards to remove a director
with cause.

Broker
For Against Abstentions Non-votes

210,956,945 2,763,375 1,974,335 35,794,035






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Proposal No. 5 - The amendment and restatement of the Omnibus Plan to increase
the number of authorized shares and extend the plan's term.




Final Results: The shareholders approved the amendment and restatement of the
Omnibus Plan to increase the number of authorized shares and extend the plan's
term.

Broker
For Against Abstentions Non-votes

198,746,024 14,693,428 2,255,203 35,794,035




Proposal No. 6 - The consideration of a shareholder proposal requesting an
amendment to Cerner's governing documents to give shareholders the right to call
a special shareholder meeting.




Final Results: The shareholder proposal requesting an amendment to the Company's
governing documents giving shareholders the right to call a special shareholder
meeting was approved.

Broker
For Against Abstentions Non-votes

158,061,172 54,528,885 3,104,598 35,794,035



Item 9.01 Financial Statements and Exhibits.




d) Exhibits

Exhibit
Number Description

10.1 Cerner Corporation 2011 Omnibus Equity Incentive Plan (As Amended and
Restated May 26, 2022)

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)






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