UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 3, 2021, Premier, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders:
1. elected three Class II Directors nominated to serve on the Company’s Board of Directors until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified;
2. ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year 2022;
3. did not approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting (the “Proxy Statement”); and
4. approved, on an advisory basis, every “one year” for the frequency with which stockholders will be provided future advisory votes on executive compensation.
A more complete description of each item is set forth in the Proxy Statement.
As of the record date for the Annual Meeting, there were 122,586,758 shares of the Company’s common stock issued and outstanding. Each share of common stock was entitled to one vote on each matter properly brought before the Annual Meeting. Votes representing approximately 82% of the voting power of the issued and outstanding common stock, as of the record date, were present in person or represented by proxy at the Annual Meeting.
The final voting results for the Annual Meeting were as follows:
Item 1—Election of Directors
Each of the three nominees named in the Proxy Statement was elected by the stockholders to the Company’s Board of Directors for three-year terms based on the following vote:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Terry D. Shaw |
95,568,219 | 705,739 | 4,636,965 | |||
| Richard J. Statuto |
87,770,444 | 8,503,514 | 4,636,965 | |||
| Ellen C. Wolf |
96,055,610 | 218,348 | 4,636,965 |
Item 2—Ratification of the Appointment of Ernst & Young LLP
The appointment of Ernst & Young as the Company’s independent registered public accounting firm for the Company’s fiscal year 2022 was ratified by the stockholders based on the following vote:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 95,916,016 |
4,990,313 | 4,594 | NA |
Item 3—Advisory Vote to Approve Executive Compensation
The stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, based on the following vote:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 28,991,373 |
65,414,841 | 1,867,744 | 4,636,965 |
Item 4—Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation
The stockholders chose, on an advisory basis, every “One Year” as the frequency with which stockholders will be provided future advisory votes on executive compensation:
| 1-Year |
2 Years |
3 Years |
Votes Abstained |
Broker Non-Votes | ||||
| 91,833,773 |
1,159,256 | 2,722,183 | 558,746 | 4,636,965 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote on the compensation of its named executives.
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: December 3, 2021