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.
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.
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
Non-votes |
| | | | | | |
| 191,876,471 | | | 20,600,424 | | | 3,217,760 | | | 35,794,035 | |
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
Non-votes |
| | | | | | |
| 210,956,945 | | | 2,763,375 | | | 1,974,335 | | | 35,794,035 | |
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
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.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker
Non-votes |
| | | | | | |
| 158,061,172 | | | 54,528,885 | | | 3,104,598 | | | 35,794,035 | |