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

On August 19, 2021, Cerner Corporation ("Cerner" or the "Company") announced the appointment of David T. Feinberg, M.D. as its Chief Executive Officer (principal executive officer) and President, to be effective October 1, 2021 (the "Effective Date"). Dr. Feinberg will also be appointed to the Company's Board of Directors (the "Board") as a Class I Director on the Effective Date to fill the vacancy that will be created on that date when Brent Shafer transitions from Chairman and Chief Executive Officer to Senior Advisor.

Dr. Feinberg, age 59, is joining Cerner after serving since 2019 as Vice President of Google Health, where he led Google's worldwide health efforts, bringing together groups from across Google and Alphabet that used artificial intelligence, product expertise and hardware to take on big healthcare challenges. In this role, he was responsible for organizing and innovating Google's various healthcare initiatives. Prior to joining Google, from 2015 to 2019, Dr. Feinberg served as the President and Chief Executive Officer of Geisinger Health System, a physician-led health system. At Geisinger, Dr. Feinberg led an operational turnaround and pushed the use of new platforms and tools including an IT system called a Unified Data Architecture, which allowed the company to integrate big data into their existing data analytics and management systems. Prior to Geisinger, Dr. Feinberg worked at UCLA for more than 20 years and served in a number of leadership roles, including President, CEO and Associate Vice Chancellor of UCLA Health Sciences, Vice Chancellor and CEO for the UCLA Hospital System, and CEO of UCLA's Ronald Reagan Medical Center. Dr. Feinberg serves as a member of the board of directors of Emmett Douglas, Inc. (NYSE: DEI).

There is no arrangement or understanding between Dr. Feinberg and any other person pursuant to which he was appointed as the Company's Chief Executive Officer and President, and there is no family relationship between Dr. Feinberg and any directors or executive officers of the Company. Dr. Feinberg has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company has entered into an Executive Employment Agreement with Dr. Feinberg to be effective as of the Effective Date (the "Employment Agreement"). As approved by the Board's Compensation Committee, upon the Effective Date, Dr. Feinberg will be entitled to, among other things: (i) an initial annual base salary of $900,000; (ii) an initial annual target cash bonus level opportunity of $1,350,000 under the Cerner 2018 Performance Plan, as amended (the "CPP"); (iii) an award of a number of Cerner restricted stock units ("RSUs") equal to $13,500,000 divided by the closing sale price of Cerner common stock on the date of grant, which will be awarded during Cerner's 2022 executive annual performance and compensation cycle at the same time and with the same conditions as other Section 16 officer annual grants (the "2022 Annual Equity Grant"); (iv) an award of RSUs equal to $3,375,000 divided by the closing sale price of Cerner common stock on the date of grant (the "2021 Prorated Equity Grant"), representing one quarter of the value of his 2022 Annual Equity Grant to reflect his service to Cerner during the fourth quarter of 2021; (v) a one-time cash bonus of $375,000 primarily to replace his accrued annual incentive with his current employer; (vi) a one-time new hire award of a number of Cerner RSUs equal to $15,000,000 divided by the closing sale price of Cerner common stock on the date of grant (the "Make Whole Grant") to replace the potential value of equity compensation forfeited by Dr. Feinberg as a result of his resignation from his former employer to accept his position with Cerner; and (vii) personal use of Cerner's corporate aircraft up to a value not to exceed $100,000 annually, excluding "deadhead" hours and any additional incremental cost incurred in connection with Cerner's decision to require Dr. Feinberg to use third party aircraft instead of Company-owned aircraft when business needs dictate. The 2022 Annual Equity Grant, the 2021 Prorated Equity Grant and the Make Whole Grant to be awarded to Dr. Feinberg will each consist of 50% time-based RSUs and 50% performance-based RSUs ("PSUs").

The time-based RSU portion of the 2022 Annual Equity Grant will vest ratably in equal amounts over three years, and the PSU portion of the 2022 Annual Equity Grant will cliff vest on the third anniversary of the grant date, subject to achieving performance metrics established by the Compensation Committee and continued employment through the vest date. The time-based RSU portion of the 2021 Prorated Equity Grant will vest ratably in equal amounts over three years, and the PSU portion of the 2021 Prorated Equity Grant will cliff vest on May 7, 2024,

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subject to achieving the 2021-2023 PSU performance metrics established by the Compensation Committee during the 2021 compensation cycle and continued employment through the vest date. The time-based RSU portion of the Make Whole Grant will vest over three years on the following schedule: (i) half of the time-based RSUs ($3,750,000 of the RSU grant date value) will vest after one year; (ii) one-quarter of the time-based RSUs ($1,875,000 of the RSU grant date value) will vest after two years; and (iii) the remaining one-quarter of the time-based RSUs ($1,875,000 of the RSU grant date value) will vest after three years. The PSU portion of the Make Whole Grant will cliff vest on May 7, 2024, subject to achieving the 2021-2023 PSU performance metrics established by the Compensation Committee during the 2021 compensation cycle and continued employment through the vest date.

Under the Employment Agreement, Dr. Feinberg's employment with Cerner will be "at will," which means that Dr. Feinberg's employment thereunder may be terminated at any time, for any reason or for no reason at all by either Dr. Feinberg or the Company. Dr. Feinberg will also be entitled to receive the benefits generally provided to other Cerner associates, and such other benefits as determined by the Board from time to time, as well as reimbursement for reasonable business expenses and relocation assistance for his relocation to Kansas City.

The Employment Agreement includes contractual rights to severance payments and benefits upon certain termination events as follows (capitalized terms used below, but not otherwise defined have the respective meanings given such terms in the Employment Agreement):

Termination by us for Cause or on account of death or Disability, or resignation by Dr. Feinberg other than in the event of a Constructive Termination (before a Change in Control) or for Good Reason (after a Change in Control): If Dr. Feinberg's employment is terminated by Cerner for Cause or on account of Dr. Feinberg's death or Disability, Dr. Feinberg will be entitled to: (i) any accrued but unpaid base salary; (ii) any owed reimbursements for unreimbursed business expenses; and (iii) such employee benefits (including equity compensation or cash bonuses earned as of the termination date but not yet paid), if any, to which Dr. Feinberg may be entitled under Cerner's employee benefit plans as of his termination date (the foregoing amounts described in clauses (i), (ii) and (iii) are collectively referred to as the "Accrued Amounts"). If Dr. Feinberg resigns other than on account of a Constructive Termination (before a Change in Control) or for Good Reason (after a Change in Control), Dr. Feinberg will be entitled to the Accrued Amounts; provided, that if he resigns with fewer than 30 days' notice, or leaves employment prior to the end of the 30-day notice period without Cerner's permission, Dr. Feinberg will only be entitled to the Accrued Amounts through the date he submits a notice of resignation.

Termination by Cerner other than for Cause or on account of death or Disability, or resignation by Dr. Feinberg following Constructive Termination, in each case, prior to a Change in Control or more than 12 months after a Change in Control: Subject to Dr. Feinberg executing and delivering a severance agreement and release, if prior to a Change in Control or at any time after 12 months following a Change in Control, Dr. Feinberg's employment is terminated by Cerner for any reason other than Cause or on account of death or Disability or Dr. Feinberg resigns following a Constructive Termination, Dr. Feinberg will be entitled to the Accrued Amounts and the following severance payments and benefits (less normal tax and payroll deductions):

•Severance Pay: two times the sum of (i) Dr. Feinberg's annual base salary at the time of the termination (provided, however, that if Dr. Feinberg resigns from employment following a Constructive Termination because of a material reduction in his total target compensation, such severance payments will be based on his annual base salary in effect immediately prior to such reduction), and (ii) the average annual cash bonus received during the three-year period immediately preceding the termination (or such lesser number of years if Dr. Feinberg has not been employed by Cerner for three years), or if his termination occurs before any annual cash bonus under the CPP has been paid to him, then the initial annual target cash bonus level opportunity of $1,350,000. These severance payments will generally be payable pro rata during a 24-month severance term on Cerner's regular paydays. . . .

Item 7.01 Regulation FD Disclosure.

On August 19, 2021, the Company issued a press release announcing certain of the matters disclosed above under Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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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 (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 or the Exchange Act.




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

99.1                      Press release of Cerner Corporation dated     August 19    , 2021

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

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