Cerner : 2021 Proxy Statement 3.7 MB

April 2, 2021

Cerner shareholders:

I am pleased to invite you to the 2021 Annual Shareholders' Meeting of Cerner Corporation to be held on May 19, 2021 at 10:00 a.m. (CT). We have seen positive progress with the COVID-19 vaccine efforts and are hopeful the end of the pandemic is near. Even so, it is Cerner's responsibility to help protect the health of our associates, clients and their patients, shareholders, and our communities, and therefore, we have elected to hold our Annual Shareholders' Meeting virtually. You will be able to attend the 2021 Annual Shareholders' Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2021.

Details of the business to be conducted at the Annual Shareholders' Meeting are provided in the attached Notice of Annual Shareholders' Meeting and Proxy Statement. We will also report on matters of current interest to shareholders.

Amidst the challenges, COVID-19 showcased the best of Cerner and hospitals and health systems. Collectively, we are reimagining care delivery through innovation that has the potential to reduce cognitive burden, increase clinician and patient satisfaction, eliminate inequities in healthcare and return joy to practicing medicine. Cerner has amassed more than 250 million patient records and supports more than 80 million patient visits each year as a leader in the digitization and automation of healthcare. The next evolution involves making this data usable through interoperable networks, delivering a new era of precision and personalization. Cerner's top priority is to relentlessly advance client success, and the Company remains committed to innovating new products and enhancements to address current needs. Cerner also has made investments and established collaborations to lay the foundation in data science for the next wave of healthcare, creating a brighter future for patients, providers and populations.

Since the last meeting, Cerner has augmented its leadership structure through new hires and promotions, has made tangible progress on transformation efforts and continues to evolve its return-to-office strategy based on COVID-19 spread and vaccine progress. Other 2020 highlights include the following:

• Cerner saw a burst of innovation alongside providers as they responded to and recovered from the pandemic. Cerner's Command Center enabled organizations to make operational decisions based on real- time data, and with the Cerner Learning Health NetworkTM, we created a substantial clinical dataset of COVID-positive patients for research purposes.
• Through our investment in and collaboration with Elligo Health Research and an announced agreement to acquire Kantar Health, a division of Kantar Group (expected to close in the second quarter of 2021), Cerner is advancing its data business. We believe these important collaborations will help the Company play a meaningful role in the clinical trials value chain, making studies more accessible to patients and decreasing the cost and time of treatment discovery.
• Cerner continued to make progress modernizing the health records for the U.S. Departments of Defense and Veterans Affairs and, new in 2020, the U.S. Coast Guard. For the first time, all three organizations are using and can access the same EHR through the launch of a joint Health Information Exchange. We also successfully completed several go-lives, remotely and in a hybrid format, during COVID-19.

• Cerner further enhanced its focus on corporate responsibility in 2020 through thoughtful management of its COVID-19 response, continued advancement of diversity and inclusion initiatives, impactful community involvement and expansion, diversification and initiation of the process of declassifying the Company's Board of Directors.
• Cerner delivered financial results in line with expectations and returned nearly $1 billion of capital to shareholders in 2020 through share buybacks and dividend payments.

These actions demonstrate Cerner's focus on delivering shareholder value through operational improvements, improved governance and world-class client support. Whether or not you plan to attend the virtual Annual Shareholders' Meeting, I hope that you will vote as soon as possible. Your vote is important.

One additional and sad note, Linda M. Dillman, a treasured Director who served our stakeholders for more than a decade, unexpectedly passed away March 13, 2021. We are grateful and appreciative of her many contributions to Cerner during her tenure on the Board. The Board extends its deep condolences to Linda's family and pays tribute to her life and legacy.

On behalf of the entire Board of Directors, thank you for your continued interest in Cerner.

Brent Shafer

Chairman of the Board of Directors and Chief Executive Officer

CERNER CORPORATION

2800 ROCK CREEK PARKWAY

NORTH KANSAS CITY, MISSOURI 64117

NOTICE OF 2021 ANNUAL SHAREHOLDERS' MEETING

MAY 19, 2021

Virtual Annual Meeting of Shareholders - Online Meeting Only - No Physical Meeting Location

TO OUR SHAREHOLDERS:

The 2021 Annual Shareholders' Meeting of Cerner Corporation will be held virtually on Wednesday, May 19, 2021, at 10:00 a.m. (CT). You can attend the 2021 Annual Shareholders' Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2021. Be sure to have the Control Number we have provided to you to join the meeting.

At the meeting, shareholders will be asked to vote on the following:

1. To elect four Class II Directors: Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch and Melinda J. Mount, each to serve until the 2022 Annual Shareholders' Meeting, or until their respective successors are duly elected and qualified (see Proposal #1).
2. To ratify the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2021 (see Proposal #2).
3. To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers (see Proposal #3).
4. To consider a shareholder proposal to eliminate supermajority voting (Proposal #4).
5. Any other business that may properly come before the 2021 Annual Shareholders' Meeting or any postponement or adjournment thereof.

These items are more fully described in the following pages, which are made part of this notice.

Holders of record as of the close of business on Monday, March 22, 2021 (the "Record Date"), are entitled to receive notice of and to vote at the 2021 Annual Shareholders' Meeting or any adjournment or postponement of the meeting. A list of all shareholders as of the Record Date will be made available during the meeting at www.virtualshareholdermeeting.com/CERN2021.

It is important that your shares be voted at the 2021 Annual Shareholders' Meeting. Even if you plan to attend, the Board of Directors of Cerner Corporation requests that you submit your proxy in advance by telephone or the Internet or, if you have requested a paper copy of these materials, by marking, signing, dating, and promptly mailing the Proxy Card or voting instruction form in the enclosed postage prepaid envelope.

A copy of our 2020 Annual Report to Shareholders, which includes audited consolidated financial statements, is available at both www.cerner.com and www.proxyvote.com or, if you have requested a paper copy of these materials, is enclosed. The Annual Report is not part of our proxy soliciting material.

BY ORDER OF THE BOARD OF DIRECTORS,

Daniel P. Devers

Secretary

You may vote your shares in advance by telephone, via the Internet or, if you requested to receive printed proxy materials, by completing, signing, dating, and mailing your Proxy Card. The proxy may be revoked at any time before your shares are voted at the meeting by submitting written notice of revocation to the Secretary of Cerner Corporation or by submitting another timely proxy before the applicable deadlines. If you attend the meeting online, you may choose to vote your shares at www.virtualshareholdermeeting.com/ CERN2021 and following the instructions, and any previously submitted proxy will not be used. If you hold shares through a broker, bank or other nominee, please check the voting instructions used by that broker, bank or nominee.

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Shareholders' Meeting to be held on May 19, 2021: The 2021 Proxy Statement and 2020 Annual Report to Shareholders are available at www.proxyvote.com and on www.cerner.com under "Investor Relations, Financials, Proxy Materials."

PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY	1	SECURITY OWNERSHIP OF CERTAIN	66
		BENEFICIAL OWNERS AND
		MANAGEMENT
QUESTIONS AND ANSWERS ABOUT THE	6	AUDIT-RELATED MATTERS	68
ANNUAL MEETING AND VOTING
		Guidelines for Pre-Approval of Independent	68
CORPORATE GOVERNANCE AND BOARD	12	Auditor Services
Annual Evaluation and Selection of Independent	68
MATTERS		Auditors
Information Concerning Directors and	12	Audit and Non-Audit Fees	69
Nominees
Director Independence	20	Audit Committee Report	70
Committees of the Board	21
Consideration of Director Nominees	23	ITEMS TO BE VOTED ON	71
Board Leadership Structure and Role in Risk	27	Proposal #1 Election of Directors	71
Oversight
		Proposal #2 Ratification of the Appointment of	72
		KPMG as Independent Registered Public
		Accounting Firm
DIRECTOR COMPENSATION	29	Proposal #3 Advisory Vote to Approve the	73
		Compensation for our Named Executive
		Officers
		Proposal #4 Shareholder Proposal to Eliminate	74
EXECUTIVE COMPENSATION	31	Supermajority Voting
Compensation Committee Report	31	SHAREHOLDER PROPOSALS	77
Compensation Discussion & Analysis	31
Pay Ratio	63	HOUSEHOLDING OF PROXY MATERIALS	78
Compensation Committee Interlocks and Insider	64
Participation		OTHER MATTERS	78
CERTAIN TRANSACTIONS	64
		APPENDIX I - RECONCILIATION OF GAAP	79
		RESULTS TO NON-GAAP RESULTS