SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2020
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction|
|2800 Rockcreek Parkway||64117|
|North Kansas City,||Missouri|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.01 par value per share||CERN||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| || || ||CERNER CORPORATION|
|Date: November 18, 2020|| || ||By:|| ||/s/ Marc G. Naughton|
| || || ||Marc G. Naughton, Executive Vice President|
| || || ||and Chief Financial Officer|
CERNER ANNOUNCES APPOINTMENT OF MAJOR GENERAL ELDER GRANGER, M.D., UNITED STATES ARMY (RETIRED) TO ITS BOARD OF DIRECTORS
CERNER EXPANDS BOARD TO 11 DIRECTORS
KANSAS CITY, Mo. - November 18, 2020 - Cerner Corporation (NASDAQ: CERN) announced today that Major General Elder Granger, M.D., U.S. Army (retired) has been appointed to the company's Board of Directors, effective Nov. 16, 2020. Dr. Granger, 67, is president and chief executive officer of The 5Ps, LLC, a health care, education and leadership consulting organization.
"It's an honor to welcome Dr. Granger to our Board," said Brent Shafer, Cerner's chairman and chief executive officer. "He is a proven clinical, military and business leader who has successfully navigated complex policy, regulatory and competitive environments. He will bring invaluable insights to Cerner particularly in the commercial and federal health sectors. We are delighted to have him."
By adding Dr. Granger, Cerner's Board expands to 11 members, with 10 of them, including Dr. Granger, being external and independent. Dr. Granger fills a newly created Class II Director seat and will stand for re-election at Cerner's 2021 annual shareholder meeting.
Dr. Granger served in the U.S. Army for over 35 years before his retirement on July 1, 2009. During his military career he held significant roles including the deputy director and program executive officer of the TRICARE Management Activity, Office of the Assistant Secretary of Defense (Health Affairs) in Washington, D.C. Prior to joining TRICARE Management Activity, Dr. Granger led the largest U.S. and multi-national battlefield health system in recent history while serving as Commander, Task Force 44th Medical Command and Command Surgeon for the Multinational Corps Iraq. He has led at every level of the Army Medical Department.
In addition to his accomplished military career, Dr. Granger is board-certified by the American Board of Internal Medicine and the Board of Hematology and Oncology, a certified physician executive by the Certifying Commission in Medical Management, certified by the American College of Healthcare Executives and certified in Medical Quality by the American Board of Medical Quality. He has earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University, certified in Healthcare Compliance by Health Care Compliance Association and is a certified Compliance Officer by American Academy of Professional Coders. Dr. Granger also serves on the boards of directors of Cigna Corporation (NYSE:CI) and DLH Holdings Corporation (NASDAQ: DLHC).
"The opportunity to bring on a person of this caliber not only is another step in improved corporate governance, it also adds another dimension of experience that complements our current Board members' skills," said Shafer.
Cerner's health technologies connect people and information systems at thousands of contracted provider facilities worldwide dedicated to creating smarter and better care for individuals and communities. Recognized globally for innovation, Cerner assists clinicians in making care decisions and assists organizations in managing the health of their populations. The company also offers an integrated clinical and financial system to help manage day-to-day revenue functions, as well as a wide range of services to support clinical, financial and operational needs, focused on people. For more information, visit Cerner.com, The Cerner Blog or connect on Facebook, Instagram, LinkedIn, Twitter or The Cerner Podcast. Nasdaq: CERN. Health care is too important to stay the same.
Misti Preston, Director, External Communications & Public Relations, Misti.Preston@cerner.com