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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Cerner Corporation    CERN

CERNER CORPORATION

(CERN)
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CERNER CORP : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/28/2020 | 04:17pm EDT

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


Effective May 27, 2020 upon filing with the Delaware Secretary of State,
following the requisite approval of shareholders at the 2020 Annual
Shareholders' Meeting (the "2020 Annual Meeting") of Cerner Corporation (the
"Company") held on May 22, 2020, the Company amended Article Sixth of its Third
Restated Certificate of Incorporation (the "Restated Certificate"), to:

(i) eliminate the classification of the Company's Board of Directors (the
"Board") over a three-year period (commencing with the 2021 annual shareholders'
meeting) and provide for the annual election of all directors beginning at the
2023 annual shareholders' meeting (the "Declassification Amendment"); and
(ii) eliminate the specific advance notice provisions in the Restated
Certificate related to shareholder nominations of directors at a meeting and
replace them with a provision that requires shareholders desiring to nominate
one or more persons for election as directors at a meeting to comply with the
advance notice and proxy access procedures set forth in the Company's Bylaws
(the "Advance Notice Amendment").

The foregoing summary of the Declassification Amendment and Advance Notice
Amendment is not complete and is qualified in its entirety by reference to the
amendments to the Restated Certificate, a copy of which is filed as Exhibit 3.1
hereto and incorporated herein by reference. A more detailed summary of the
material changes in rights of the Company's shareholders as a result of the
amendments was included in Proposal Nos. 4 and 5 of the Company's definitive
proxy statement filed with the Securities and Exchange Commission on April 7,
2020 (the "2020 Proxy Statement"), which summary is incorporated in its entirety
herein by reference.

The Company's Board also adopted conforming amendments to the Company's Amended
and Restated Bylaws (the "Bylaws"), effective as of May 27, 2020, to reflect the
Declassification Amendment. Specifically, the Bylaws were amended as follows:

•Section 15 was amended to eliminate the classification of the Board over a
three-year period (commencing with the 2021 annual shareholders' meeting) and
provide for the annual election of all directors beginning at the 2023 annual
shareholders' meeting.
•Section 16 was amended to provide that a director elected by the Board to fill
a vacancy other than a newly created directorship from and after the 2023 annual
shareholders' meeting will hold office until the next election of directors and
that any directors so chosen prior to that time will have the same remaining
term as that of his or her predecessor.
•Section 16 was further amended to provide that any newly created directorships
prior to the 2023 annual shareholders' meeting will generally be apportioned
among the classes of directors so that the classes are as nearly equal in number
as the then total number of directors permits and that a director elected to
fill a newly created directorship will have the same remaining term as that of
the other directors in his or her class. From and after the 2023 annual
shareholders' meeting, any directors elected to fill any newly created
directorships will hold office until the next election of directors.
•Section 17 was amended to provide that, from and after the 2023 annual
shareholders' meeting when the Board will cease to be classified, directors may
be removed with or without cause by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.

The foregoing amendments were approved in the form of an amendment and
restatement of the Bylaws. The foregoing summary of the amendments to the Bylaws
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Bylaws, an unmarked copy of which is filed as Exhibit 3.2
hereto, and a marked copy of which is filed as Exhibit 3.3 hereto (marked
against the Company's prior bylaws), which are incorporated herein by reference.


--------------------------------------------------------------------------------

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


At the 2020 Annual Meeting, the Company's shareholders considered and voted on
five proposals, each of which is described in detail in the 2020 Proxy
Statement. The following is a brief description of the matters that were voted
on at the 2020 Annual Meeting and the results of such voting:

Proposal No. 1 - The election of three Class I Directors: Julie L. Gerberding, M.D., M.P.H., Brent Shafer and William D. Zollars, each to serve for a three-year term.

Final Results: three Class I Directors: Julie L. Gerberding, M.D., M.P.H., Brent Shafer and William D. Zollars, were each elected as Class I Directors.

                                                                                                                                      Broker
                                                       For                        Against                  Abstentions               Non-votes

Julie L. Gerberding, M.D., M.P.H                      247,458,422                    6,131,997                     222,787              20,486,274
Brent Shafer                                          238,671,732                   14,362,850                     778,624              20,486,274
William D. Zollars                                    235,973,424                      17,527,962                  311,820              20,486,274


Proposal No. 2 - The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2020.

Final Results: The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2020.

      For             Against         Abstentions

 256,616,793        15,960,455        1,722,232


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.

                                                          Broker
      For             Against         Abstentions       Non-votes

 236,415,032        15,763,194        1,634,980        20,486,274



Proposal No. 4 - The Declassification Amendment.

Final Results: The Declassification Amendment was approved.

                                                         Broker
      For             Against        Abstentions       Non-votes

 250,760,026        1,768,245        1,284,935        20,486,274





--------------------------------------------------------------------------------

Proposal No. 5 - The Advance Notice Amendment.

Final Results: The Advance Notice Amendment was approved.

                                                         Broker
      For             Against        Abstentions       Non-votes

 250,113,010        2,080,636        1,619,560        20,486,274


Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number                  Description

3.1                       Certificate of Amendment to the Third Restated

Certificate of Incorporation

                        of Cerner Corporation     filed on     May 2    7    , 2020

3.2                       Amended & Restated Bylaws of Cerner Corporation, effective as of May
                        2    7    , 2020

3.3                       Amended & Restated Bylaws of Cerner Corporation, effective as of May
                        2    7    , 2020, marked to show changes resulting from the amendment and
                        restatement reported in this Current Report on Form 8-K

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




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 5 613 M - -
Net income 2020 661 M - -
Net Debt 2020 837 M - -
P/E ratio 2020 34,1x
Yield 2020 0,69%
Capitalization 22 187 M 22 187 M -
EV / Sales 2019
EV / Sales 2020 4,10x
Nbr of Employees 27 400
Free-Float 82,0%
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Technical analysis trends CERNER CORPORATION
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TrendsNeutralNeutralNeutral
Income Statement Evolution
Consensus
Sell
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Mean consensus OUTPERFORM
Number of Analysts 24
Average target price 76,52 $
Last Close Price 72,90 $
Spread / Highest target 23,5%
Spread / Average Target 4,97%
Spread / Lowest Target -20,4%
EPS Revisions
Managers
NameTitle
Brent Shafer Chairman & Chief Executive Officer
Donald D. Trigg President
Marc G. Naughton Chief Financial Officer & Executive Vice President
Doug Dickey Senior Director & Chief Medical Officer
Gerald E. Bisbee Independent Director
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