UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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) | |
SIGNATURE
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.
| Premier, Inc. | ||
| By: | /s/ Michael J. Alkire | |
| Name: | Michael J. Alkire | |
| Title: | President and Chief Executive Officer | |
Date: October 21, 2021