Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 16, 2020, the board of directors (the "Board") of Cerner
Corporation (the "Company") increased the size of the Board from ten to eleven
directors and expanded the membership of Class II of the Board by one. Effective
the same date, the Board appointed Major General Elder Granger M.D., U.S. Army
(retired) to fill the newly created Class II Director seat to hold office for a
term expiring at the 2021 Annual Meeting. Dr. Granger is an independent
Director.
Dr. Granger's compensation will be consistent with the compensation payable to
our other directors, prorated to account for his shortened term. A description
of compensation payable to our directors can be found under "Director
Compensation" in our most recent Proxy Statement filed with the Securities and
Exchange Commission on April 7, 2020. Dr. Granger and the Company have also
entered into an indemnification agreement, in the form approved by the Board for
the Company's other executive officers and directors and previously disclosed by
the Company. The form of indemnification agreement was filed as Exhibit 99.1
to the Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission on June 3, 2010 and is incorporated herein by
reference.
There are no understandings or arrangements between Dr. Granger and any other
person pursuant to which he was selected to serve as a director of the Company.
The Company is not aware of any transaction involving Dr. Granger that is
reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 18, 2020, the Company issued a press release announcing the changes
to the Board, as described under Item 5.02 above. A copy of the press release is
attached as Exhibit 99.1 to this report.
The information in Item 7.01 of this report (including Exhibit 99.1) is being
furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number Description
99.1 Press release of Cerner Corporation dated November 18 , 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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