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 6, 2019, Premier, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders:
1. elected five Class III Directors nominated to serve on the Company’s Board of Directors until the 2022 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 2020; and
3. 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 62,195,417 shares of the Company’s Class A common stock and 62,455,345 shares of the Company’s Class B common stock issued and outstanding. However, as a result of the Class B common unit exchange process discussed in the Proxy Statement, under “Frequently Asked Questions—What is the Class B common unit exchange process? Will it impact the Annual Meeting?,” 6,873,699 shares of Class B common stock were retired on or about October 31, 2019 and not voted at the Annual Meeting by the Trustee under the Voting Trust Agreement relating to shares of Class B common stock, dated October 1, 2013 (the “VTA”). The 55,581,646 currently outstanding shares of Class B common stock were voted by the Trustee at the Annual Meeting pursuant to the VTA, as discussed in the Proxy Statement.
Each share of Class A common stock and Class B common stock was entitled to one vote on each matter properly brought before the Annual Meeting. The Class A common stock and Class B common stock voted together as a class. Votes representing approximately 88% of the combined voting power of the Class A common stock and Class B 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 five 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 | |||
| Susan D. DeVore |
89,917,399 |
18,206,609 |
1,992,770 | |||
| Jody R. Davids |
106,000,284 |
2,123,724 |
1,992,770 | |||
| Peter S. Fine |
86,610,134 |
21,513,874 |
1,992,770 | |||
| David H. Langstaff |
106,207,434 |
1,916,574 |
1,992,770 | |||
| Marvin R. O’Quinn |
86,176,210 |
21,947,798 |
1,992,770 |
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 2020 was ratified by the stockholders based on the following vote:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 107,047,519 |
3,051,688 |
17,571 |
NA |
Item 3—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 | |||
| 101,816,022 |
6,285,820 |
22,166 |
1,992,770 |
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/ Susan D. DeVore | |
| Name: |
Susan D. DeVore | |
| Title: |
Chief Executive Officer | |
Date: December 6, 2019