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.
EffectiveMay 27, 2020 upon filing with theDelaware Secretary of State, following the requisite approval of shareholders at the 2020 Annual Shareholders' Meeting (the "2020 Annual Meeting") ofCerner Corporation (the "Company") held onMay 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 theSecurities and Exchange Commission onApril 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 ofMay 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:
Final Results: three 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
Final Results: The shareholders ratified the appointment of
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
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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
ofCerner Corporation filed on May 2 7 , 2020 3.2 Amended & Restated Bylaws ofCerner Corporation , effective as of May 2 7 , 2020 3.3 Amended & Restated Bylaws ofCerner 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)
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