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 January 25, 2024, the Premier, Inc. (the “Company”) Board of Directors approved amendments (the “Bylaws Amendments”) to the Company’s Amended and Restated Bylaws (the “Bylaws”). Pursuant to the Bylaws Amendments:
| • | Article I, Section 5 of the Bylaws was amended to incorporate the role of the Vice Chair of the Board at stockholder meetings in the absence of the Board Chair; |
| • | Article II, Section 1 of the Bylaws was amended to: incorporate the Board age limit policy as set forth in the Company’s Corporate Governance Guidelines; clarify that the Board Chair is an independent director; remove language that is no longer applicable relating to certain Company affiliates; and incorporate the role of the Vice Chair in Board governance consistent with the Company’s Corporate Governance Guidelines; and |
| • | Article IX of the Bylaws was amended to provide that federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint against the Company asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company otherwise consents in writing. |
The foregoing description of the Bylaws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws as amended, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Premier, Inc., effective January 25, 2024 | |
| 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: January 26, 2024