Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 21, 2021, the Board of Directors (the "Board") approved and adopted
Amended and Restated Bylaws ("Bylaws") of Premier, Inc. (the "Company"). The
Bylaws were amended to eliminate term limits for directors and remove several
historical provisions that are no longer relevant. As an alternative to term
limits, the Company's Corporate Governance Guidelines (the "Guidelines") provide
that prior to recommending their re-election, the Nominating and Governance
Committee (the "NGC") of the Board, in consultation with the Board Chair, will
rigorously assess a director's participation, substantive contributions,
independence and whether the skill or expertise they bring continues to be a
priority, as well as overall Board diversity considerations. No other provisions
of the Bylaws were modified.
The foregoing description of the Bylaws is qualified in its entirety by
reference to the terms of the Bylaws, effective October 21, 2021, which are
attached hereto as Exhibit 3.2 and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 20, 2021, the Company announced the release of its 2021
Sustainability Report, dated as of October 20, 2021 (the "Report"). Based on the
review and recommendation of the NGC, the Board approved the Report. The Report
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information discussed under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or incorporated by reference in any filing by the Company
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing.
Item 8.01 Other Events
Nominating and Governance Committee Charter
On October 21, 2021, the Board amended the charter of the NGC to reflect
oversight of environmental, social and governance ("ESG") matters as a primary
responsibility of the NGC. The full text of the NGC's Charter can be found on
the Company's corporate website
at http://investors.premierinc.com/corporate-governance/.
Corporate Governance Guidelines
On October 21, 2021, the Board adopted revised Guidelines. The material changes
include the following: (i) the addition of oversight of ESG issues to the
enumerated responsibilities of the Board, (ii) the removal of director term
limits and (iii) the addition of director age limits providing that no director
shall be nominated to stand for re-election upon reaching the age of 72. The
full text of the amended Guidelines can be found on the Company's corporate
website at http://investors.premierinc.com/corporate-governance/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.2 Amended and Restated Bylaws of Premier, Inc., effective as of
October 21, 2021.
99.1 Premier, Inc. 2021 Sustainability Report, dated as of October 20, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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