-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LD8XjzNtb6vwl6KiqCSbfVwZAMS2TdSR/p2R9L7VbM31WEPk8T+O7hGKcNkp7XUR EiSlrUBie8UMYrQIzVlaJw== 0000950124-04-002597.txt : 20040528 0000950124-04-002597.hdr.sgml : 20040528 20040527205012 ACCESSION NUMBER: 0000950124-04-002597 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040528 EFFECTIVENESS DATE: 20040528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERNER CORP /MO/ CENTRAL INDEX KEY: 0000804753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 431196944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15386 FILM NUMBER: 04836537 BUSINESS ADDRESS: STREET 1: 2800 ROCKCREEK PKWY-STE 601 CITY: KANSAS CITY STATE: MO ZIP: 64117 BUSINESS PHONE: 8162211024 MAIL ADDRESS: STREET 1: 2800 ROCKCREEK PKWY STREET 2: DROP 1624 CITY: KANSAS CITY STATE: MO ZIP: 64117 DEFA14A 1 c85898defa14a.htm DEFINITIVE ADDITIONAL MATERIALS defa14a
 

         
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

  Filed by the Registrant   x
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  o   Definitive Proxy Statement
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  o   Soliciting Material Pursuant to §240.14a-12

CERNER CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Below is a letter, dated May 27, 2004, sent by Cerner Corporation to FMR Co., which may be deemed as additional solicitation material.

VIA FACSIMILE 617.476.9576
 

May 27, 2004
 

Eric D. Roiter
General Counsel
FMR Co.
82 Devonshire Street, FSE
Boston, MA 02109

Dear Mr. Roiter:

Cerner’s Long-Term Incentive Plan G (“Plan G”) will be likely be approved by the shareholders at Cerner’s 2004 Annual Shareholders’ Meeting held the morning of March 28, 2004. This letter hereby confirms that Cerner will recommend the following amendments to Plan G to our Board of Directors at the Company’s Board meeting held immediately following the Shareholders’ Meeting:

     1. Section 3(b):

Language will be added to Section 3(b) clarifying that all Grants to Non-Employee Directors will be set by the Board based on either a formula or a maximum grant amount taking into consideration the recommendations of at least one independent third party consultant to Cerner’s Board of Directors.

     2. Section 6(a):

     A sentence will be added to the end of Section 6(a) of Plan G to read as follows:

Each Restricted Stock or Restricted Stock Unit shall provide for vesting not more rapidly than ratably over a three-year period unless the Restricted Stock or Restricted Stock Unit is also subject to performance restrictions, in which case the minimum Restriction Period shall be one year.

     3. Section 6(f):

     The last sentence of Section 6(f) will be amended to read as follows:

The Committee may terminate the restrictions, in its discretion, as to any or all Restricted Stock Grants, without regard to any Restriction Period, as specifically set forth in Section 19.

     4. Section 15(a)(vi):

     Section 15(a)(vi) will be amended to read as follows:

 

 

(vi) to make any material amendment or other amendment if shareholder approval is required by Section 162(m) of the Code or the rules of the Securities and Exchange Commission or any stock exchange on which Company Stock is listed.

Thank you for bringing these matters to our attention and in working with us to suggest amendments to the proposed Plan G which would make Plan G acceptable to Fidelity. As stated in the past, we value Fidelity as a shareholder and appreciate the opportunity to make sure you are comfortable with our long-term incentive compensation plans.
         
Very truly yours,


CERNER CORPORATION
 		  
/s/ Randy D. Sims    
     
Randy D. Sims
Vice President and Chief Legal Officer 		  
 

 

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