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 1, 2023, Premier, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders:
| 1. | elected three Class I Directors nominated to serve on the Company’s Board of Directors until the 2026 annual meeting of stockholders and 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 2024; |
| 3. | approved the Premier, Inc. 2023 Equity Incentive Plan (the “2023 Plan”); and |
| 4. | approved, 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”). |
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 119,672,451 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 72% 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 | |||
| John T. Bigalke | 75,478,922 |
2,990,927 |
7,255,275 | |||
| Helen M. Boudreau | 76,712,831 |
1,757,018 |
7,255,275 | |||
| Marc D. Miller | 69,101,757 |
9,368,092 |
7,255,275 |
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 2024 was ratified by the stockholders based on the following vote:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 84,128,821 |
1,582,241 |
14,062 |
N/A |
Item 3 – Approval of the Premier, Inc. 2023 Equity Incentive Plan
The proposal to approve the Premier, Inc. 2023 Equity Incentive Plan was approved by the stockholders based on the following vote:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 74,852,111 |
3,608,655 |
9,083 |
7,255,275 |
Item 4 – Advisory Vote to Approve Executive Compensation
The stockholders approved, 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 | |||
| 76,510,013 |
1,939,285 |
20,551 |
7,255,275 |
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Premier, Inc. 2023 Equity Incentive Plan | |
| 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: December 4, 2023 | ||||||