8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________ 

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2017

Cerner Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-15386		43-1196944
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
2800 Rockcreek Parkway, North Kansas City, Missouri		64117
(Address of Principal Executive Offices)		(Zip Code)

(816) 221-1024

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2017, former Senator John C. "Jack" Danforth retired from the Board of Directors (the "Board") of Cerner Corporation ("Cerner") at the end of his then current term. Immediately thereafter, the Board decreased the size of the Board to nine members, eliminating any vacancy created by Mr. Danforth’s retirement.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2017 Annual Meeting of Shareholders (the "2017 Annual Meeting") of Cerner held on May 24, 2017, Cerner's shareholders considered and voted on four proposals, each of which is described in detail in the 2017 Proxy Statement. The following is a brief description of the matters that were voted on at the 2017 Annual Meeting and the results of such voting:

Proposal No. 1 - The election of three Class I Directors: Julie L. Gerberding, M.D., Neal L. Patterson and William D. Zollars, each to serve for a three-year term.

Final Results: Julie L. Gerberding, M.D., Neal L. Patterson and William D. Zollars were each elected as Class I Directors.

	For	Against	Abstentions	Broker Non-votes
Julie L. Gerberding, M.D.	269,046,828	1,445,190	349,568	29,974,788
Neal L. Patterson	255,536,334	14,639,039	666,213	29,974,788
William D. Zollars	266,027,597	4,451,747	362,242	29,974,788

Proposal No. 2 - The ratification of the appointment of KPMG LLP as Cerner's independent registered public accounting firm for 2017.

Final Results: The shareholders ratified the appointment of KPMG LLP as Cerner's independent registered public accounting firm for 2017.

For	Against	Abstentions
291,203,103	8,932,339	680,932

There were no broker non-votes with respect to this proposal.

Proposal No. 3 - An advisory vote to approve the compensation of Cerner's Named Executive Officers.

Final Results: The shareholders approved, on an advisory basis, the compensation of Cerner's Named Executive Officers.

For	Against	Abstentions	Broker Non-votes
260,076,909	10,171,969	592,708	29,974,788

Proposal No. 4 - An advisory vote on the frequency of future advisory votes on the approval of the compensation of Cerner’s Named Executive Officers.

Final Results: The shareholders approved, on an advisory basis, an annual frequency for future advisory votes on the compensation of our Named Executive Officers.

1 Year	2 Years	3 Years	Abstentions
253,264,591	745,656	16,393,436	437,903

Cerner will continue to submit to the shareholders an advisory vote to approve the compensation of Cerner's Named Executive Officers on an annual basis.

Item 8.01 Other Events.

On May 25, 2017, Cerner announced that its Board of Directors authorized the repurchase of shares of Cerner's common stock in the open market or in privately-negotiated purchases, or both, at an aggregate purchase price of up to $500 million. The timing and amount of any share repurchases will be determined by Cerner's management based on market conditions and other factors. No time limit was set for completion of the program. There is approximately $100 million remaining under the previous stock repurchase program approved by Cerner's Board of Directors in November 2016. A press release announcing the repurchase program was issued and is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of Cerner Corporation dated May 25, 2017

SIGNATURES

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.

		CERNER CORPORATION
Date: May 25, 2017	By:	/s/ Marc G. Naughton
		Marc G. Naughton, Executive Vice President
		and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Cerner Corporation dated May 25, 2017

EX-99.1

Exhibit 99.1

CERNER ANNOUNCES SHARE REPURCHASE PROGRAM

KANSAS CITY, Mo. - May 25, 2017 - Cerner Corporation (Nasdaq: CERN) today announced that its board of directors approved a stock repurchase program on May 23, 2017, authorizing the repurchase of up to $500 million of its common stock.

"We believe Cerner is very well-positioned for long-term growth, and this program reflects our confidence in delivering this growth," said Marc Naughton, executive vice president and CFO of Cerner. "Given our strong balance sheet and expected strong cash flow, we are well positioned to continue investing in growth while also returning value to shareholders through share repurchases. The Board of Directors and our leadership team believe Cerner's shares are an attractive investment, and share repurchases are an important part of our capital allocation strategy."

The company plans to repurchase shares from time to time in the open market, by block purchase, or possibly through other transactions managed by broker-dealers. No time limit was set for completion of the program.

Based on the May 24, 2017 closing price, approximately 7.8 million shares, or 2.3 percent of the company's outstanding shares, could be repurchased. The repurchase will be funded from working capital. There is approximately $100 million remaining under the previous stock repurchase program approved by Cerner's board of directors in November 2016.

About Cerner

Cerner's health information technologies connect people, information and systems at more than 25,000 facilities worldwide. Recognized for innovation, Cerner^® solutions assist clinicians in making care decisions and enable organizations to manage the health of populations. The company also offers an integrated clinical and financial system to help health care organizations manage revenue, as well as a wide range of services to support clients’ clinical, financial and operational needs. Cerner’s mission is to contribute to the systemic improvement of health care delivery and the health of communities. Nasdaq: CERN. For more information about Cerner, visit cerner.com, read our blog at blogs.cerner.com or connect with us on Twitter at twitter.com/cerner and on Facebook at facebook.com/cerner. Our website, blog, Twitter account and Facebook page contain a significant amount of information about Cerner, including financial and other information for investors.

Certain trademarks, service marks and logos set forth herein are property of Cerner Corporation and/or its subsidiaries.

All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner's management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. The words "believe", "expect", "position" or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the possibility of significant costs and reputational harm related to product-related liabilities; potential claims for system errors and warranties; the possibility of interruption at our data centers or client support facilities; the possibility of increased expenses, exposure to legal claims and regulatory actions and reputational harm associated with a cyberattack or other breach in our IT security; our proprietary technology may be subject to claims for infringement or misappropriation of intellectual property rights of others, or may be infringed or misappropriated by others; potential claims or other risks associated with relying on open source software in our proprietary software, solutions or services; material adverse resolution of legal proceedings; risks associated with our global operations; risks associated with fluctuations in foreign currency exchange rates; the potential for tax legislation initiatives that could adversely affect our tax position and/or challenges to our tax positions in the U.S. and non-U.S. countries; the uncertainty surrounding the impact of the United Kingdom’s vote to leave the European Union (commonly referred to as Brexit) on our global business; risks associated with our recruitment and retention of key personnel; risks related to our dependence on strategic partners and third party suppliers; difficulties and operational and financial risks associated with successfully completing the integration of the Cerner Health Services (formerly Siemens Health Services) business into our business or the failure to realize the synergies and other benefits expected from the acquisition; risks inherent with business acquisitions and combinations and the integration thereof; the potential for losses resulting from asset

impairment charges; risks associated with volatility and disruption resulting from global economic or market conditions; managing growth in the new markets in which we offer solutions, health care devices or services; risks inherent in contracting with government clients; risks associated with our outstanding and future indebtedness, such as compliance with restrictive covenants, which may limit our flexibility to operate our business; changing political, economic, regulatory and judicial influences, which could impact the purchasing practices and operations of our clients and increase costs to deliver compliant solutions and services; government regulation; significant competition and our ability to quickly respond to market changes and changing technologies and to bring competitive new solutions, devices, features and services to market in a timely fashion; long sales cycles for our solutions and services; variations in our quarterly operating results; potential variations in our sales forecasts compared to actual sales; volatility in the trading price of our common stock and the timing and volume of market activity; our directors’ authority to issue preferred stock and the anti-takeover provisions in our corporate governance documents; and changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements. Additional discussion of these and other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Except as required by law, Cerner undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in our business, results of operations or financial condition over time.

Investor Contact: Allan Kells, (816) 201-2445, akells@cerner.com

Media Contact: Dan Smith, (913) 304-3991, dan.smith1@cerner.com

Cerner’s Internet Home Page: www.cerner.com