UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

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This summary highlights certain information contained elsewhere in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement and 20202021 Annual Report before you vote.

Corporate Governance Highlights

Our Board believes that good corporate governance enhances shareholder value. The following are highlights of our governance practices:

Corporate Responsibility Highlights

Cerner believes we have a responsibility to our clients, associates, shareholders and the communities in which we operate to conduct business in a manner that promotes strong corporate, social and environmental governance. We believe this commitment to corporate responsibility inherently drives value for all Cerner stakeholders.

Our corporate responsibility program includes the following:

20202021 Shareholder Engagement and Responsiveness

We believe that effective corporate governance includes year-round engagement with our shareholders. We meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on at the annual meeting).

During 2020,Over the past year, members of management and the Board continued their strong level of engagement with shareholders. Our direct engagement with shareholders helps us better understand our shareholders' priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant to shareholders given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and share them with our Board as we review and evolve our practices and disclosures. In particular, during 2020, our interactions have helped inform our thinking with respect to diversity at the Board and senior management level, governance, compensation and ESG practices and disclosure.

Examples of Cerner's ongoing commitment to strengthening ESG practices and incorporating investor feedback during 20202021 and the first quarter of 2022 include, among other things:

The Board has adopted Corporate Governance Guidelines, which set forth a flexible framework within which the Board, assisted by its Committees, directs the affairs of the Company. The Guidelines address, among other things, the role of management and the Board, the composition and functions of the Board, minimum qualifications for Directors, Director independence, compensation of Directors, management succession and review, Board leadership, Board evaluation and Board Committees.

We have adopted a Global Code of Conduct for all Cerner associates and Directors (including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer).

Our Corporate Governance Guidelines and our Global Code of Conduct can be found on our website at www.cerner.com under "About Us, Corporate Governance." Shareholders may request a free copy of these governance documents from: Cerner Corporation, c/o Corporate Secretary, by mail at 2800 Rock Creek Parkway, North Kansas City, Missouri 64117 or by email at corporatesecretary@cerner.com. Any amendments to or waivers of the Global Code of Conduct applicable to our Directors, executive officers including our Chief Executive Officer and Chief Financial Officer, or our Chief Accounting Officer will be posted at this same location on www.cerner.com.

Linda M. Dillman, who served as an independent director and member of the Compensation Committee, unexpectedly passed away in March 2021. Throughout her tenure, Ms. Dillman was a valuable member of our Board and she will be greatly missed. Cerner's Board is currently comprised of ten Directors. The vacancy created by Ms. Dillman's passing isPrior to our 2020 Annual Shareholders' Meeting, the Board was divided into three classes having three-year terms that expired in Class III, which is not up for election at this meeting. Our Board plans to fill this vacancy; however, a successorsuccessive years. Following the 2020 Annual Shareholders' Meeting, the Certificate was not appointed atamended upon the timeapproval of printing this Proxy Statement due to the proximity between Ms. Dillman's passing and our printing timelines.

Gerald E. Bisbee, Jr., PhD. will retire from the Board at the end of his current term immediately prior to the 2022 Annual Shareholders' Meeting. The names and biographiessize of the Company's currentBoard will be decreased to nine Directors, and nominees for electionClass II will be reduced by one member, immediately prior to the 2022 Annual Shareholders' Meeting upon Dr. Bisbee's retirement. Mitchell E. Daniels, Jr., Elder Granger, M.D., John J. Greisch and Melinda J. Mount were previously classified as Class II Directors are set forth below. Ages provided aredirectors and George A. Riedel and R. Halsey Wise were previously classified as Class III directors, each with a term scheduled to expire at the 2022 Annual Shareholders' Meeting. Because of the datereduction in size of our 2021Class II immediately prior to the 2022 Annual Shareholders' Meeting.

The Board has determined that all nine current non-employee Directors of the Board are independent as required by the rules of the SECSecurities and Exchange Commission and The Nasdaq Stock Market LLC ("Nasdaq"). Under applicable Nasdaq Marketplace Rules ("Nasdaq Rules"), a Director of the Company will only qualify as an "independent director" if, in the opinion of the Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. The Board has determined that none of the current non-employee Directors or nominees has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director and that each of the following current Directors and nominees are "independent" as defined under Rule 5605(a)(2) of the Nasdaq Rules: Gerald E. Bisbee; Mitchell E. Daniels; Julie L. Gerberding;Gerberding, M.D.; Elder Granger, M.D.; Melinda J. Mount; George A. Riedel; John J. Greisch; R. Halsey Wise; and William D. Zollars. Linda M. Dillman also qualified as an independent director during her term as a Director prior to her passing.passing in March 2021.

In making this determination with respect to Dr. Granger, and Mr. Zollars, the Board considered their directorshipshis directorship on the boardsboard of several companiesa company that have eitherhas purchased solutions and services from us or from which we have procured certain products and services, all in the ordinary course of business. Additionally, in making this determination with respect to Dr. Gerberding, the Board considered her executive position with Merck & Co., Inc., which has purchased certain solutions and services from us in the ordinary course of business. The Board concluded that none of the noted Directors had a direct or indirect material interest in the transactions referred to above.

Additionally, all current and proposed members of the Audit Committee satisfy the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except with respect to any first-time nominees, whose independence would be considered at the time of nomination, the independence determination is made by the full Board each May based on all available facts and circumstances for each Director. The independence findings are also reviewed and confirmed by the Company's Chief Legal Officer Chief Financial Officer and outside legal counsel.

The Board has established Audit; Compensation; Nominating, Governance & Public Policy; and Finance & Strategy ("F&S") Committees. The Board has adopted a written charter for each of the Committees. The full text of the charters for the Audit, Compensation and NG&PP Committees are available on our website at www.cerner.com under "About Us, Leadership." Each of the Audit, Compensation, and NG&PP Committees reviews its Charter annually and any recommended amendments to the Charters are considered for approval by the full Board of Directors. The Board does not have an Executive Committee.

Committee membership is reviewed annually by the Company's NG&PP Committee, which then recommends the Committee membership to the full Board. Committee members are generally approved by the full Board each May upon the commencement of the new Board term.

Committee meeting dates are reviewed and approved by the entire Committee in an effort to ensure attendance, and agendas are reviewed and approved prior to distribution to the rest of the Committee by the Committee Chairperson.

Audit Committee

The Audit Committee assists the Board in monitoring the integrity of the Company's accounting practices and financial statements; the independent registered public accounting firm's qualifications, performance and independence; the performance of the Company's internal audit function; and the compliance by the Company with legal and regulatory requirements. The Audit Committee appoints, retains and oversees the work of the Company's independent registered public accounting firm. The selection is subsequently submitted to the shareholders of the Company for ratification. The Audit Committee is also responsible for reviewing and approving the scope and expense of audit and permitted non-audit services provided by our independent registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding from

the Company for outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The Audit Committee may delegate authority to individual Audit Committee members or such subcommittees as the Audit Committee deems appropriate. The Audit Committee has delegated to the Chairperson the authority to pre-approve audit services or permitted non-audit services as described below under "Audit Related Matters – Guidelines of Cerner Corporation's Audit Committee for Pre-Approval of Independent Auditor Services" and certain related party transactions as described below under "Certain Transactions."

The Audit Committee is currently comprised of six Directors, with Gerald E. BisbeeMelinda J. Mount serving as the Chairperson of the Audit Committee. The Board has determined that the composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are in accordance with applicable SEC rules and Nasdaq Rules for audit committees. Each member of the Audit Committee is an "independent director" as defined by SEC and Nasdaq Rules. All Audit Committee members possess the required level of financial literacy, and at least one member of the Audit Committee meets the current standard of requisite financial management expertise. The Board has determined that Dr. BisbeeMs. Mount is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended.

Compensation Committee

The Compensation Committee's primary responsibilities are to review and approve our compensation policies and practices, establish compensation for non-employee Directors, evaluate our Chief Executive Officer's performance and establish compensation accordingly, review and approve the total compensation of our Section 16 officers, review and approve executive performance-based compensation plan targets and earned payouts and equity grants to our Section 16 officers and adopt and approve major changes in our benefit plans and compensation philosophy. The Compensation Committee has the authority to obtain advice and assistance from and receive appropriate funding from the Company for outside compensation consultants, independent legal counsel and other consultants as the Compensation Committee deems necessary to carry out its duties. The Compensation Committee was advised in 20202021 by an independent compensation consultant. See "Compensation Discussion and Analysis – Independent Compensation Consultant."

The Compensation Committee is currently comprised of four Directors, with R. Halsey Wise serving as the Chairperson of the Compensation Committee. Each member of the Compensation Committee is an "independent director" as defined by Nasdaq Rules.

The Compensation Committee may delegate authority to individual Compensation Committee members, or such subcommittees as the Compensation Committee deems appropriate. The Committee may also delegate to one or more officers of the Company the power to grant equity awards to associates who are not Directors or Section 16 officers pursuant to Compensation Committee approved equity plans or to administer other provisions of such equity plans. The Compensation Committee has delegated its authority as follows:

Nominating, Governance & Public Policy Committee

The primary functions of the NG&PP Committee are to: (i) review and evaluate the size, composition, function, effectiveness and compensation of the Board; (ii) identify, recommend and recruit potential new candidates for nomination to the Board and make recommendations with respect to committee membership and rotation practices; (iii) oversee the Company's environmental, social, and corporate governance policies and practices; and (iv) periodically review current and emerging political, corporate citizenship and public policy issues that may affect the

The NG&PP Committee is currently comprised of six Directors, with Mitchell E. Daniels serving as the Chairperson of the NG&PP Committee. Each member of the NG&PP Committee is an "independent director" as defined by Nasdaq Rules.

Finance & Strategy Committee

The Finance & Strategy ("F&S&S") Committee coordinates and oversees management's review of our Company's operational efficiency and margin expansion efforts and capital deployment strategy, including taking into consideration recommendations from outside consulting firms, the Company's risk profile and the potential impact of any recommended changes to the Company's business model, strategic plan and ability to meet commitments to clients.

The F&S Committee is currently comprised of five Directors, with John J. Greisch serving as the Chairperson of the F&S Committee. Each member of the F&S Committee is an "independent director" as defined by Nasdaq Rules.

Meetings of the Board and Committees

During 2020,2021, the Board held four regular meetings and 16 special meetings; the Audit Committee held eight regular meetings; the Compensation Committee held four regular meetings and eight special meetings; the NG&PP Committee held four regular meetings and three special meetings; and the F&S Committee held five meetings. Each Director attended at least 75% of the aggregate of the total meetings of the Board and the Board Committees on which the Director served during the past fiscal year.

Pursuant to the Company's Corporate Governance Guidelines, all individuals nominated for election are expected to attend the 20212022 Annual Shareholders' Meeting. All other Directors, barring unforeseen circumstances, are expected to attend the 20212022 Annual Shareholders' Meeting as well. All of our current Directors who were Directors at the time of the 20202021 Annual Shareholders' Meeting and Ms. Dillman attended the 20202021 Annual Shareholders' Meeting.

Board Diversity

The NG&PP Committee and the Board believe that a diverse board leads to improved Company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation. Thus, our Director nomination process is designed to consider diversity among the many factors that the Board considers in evaluating prospective nominees. Diversity, as considered by the NG&PP Committee, can encompass many attributes, from business experience, to substantive expertise, to education, to background, to gender, race and ethnicity. The goal of this process is to assemble a group of Board members with deep, varied experience, sound judgment and commitment to our success.

The NG&PP Committee is committed to seeking out qualified and diverse director candidates, including women and individuals from racial or ethnic minority groups, to include in the pool from which new Board nominees are chosen. We intend to succeed in accomplishing that goal through:

Our director refreshment over the last several years has resulted in a diverse group of independent directors with gender and racial diversity and significant experience. We will continue the progress made to date by continuing to implement our policy of recruiting diverse nominee candidates.

The NG&PP Committee works with our Board to determine the characteristics, skills, and experiences desired for the Board as a whole and its individual members with the objective of having a Board with diverse background, experience, ethnicity, gender, race and skills. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. We endeavor to have a diverse Board representing varied and in-depth experience in business, healthcare, information technology, government and in areas that are relevant to our global activities (as more specifically described below). The NG&PP Committee also considers the composition of the Board as a whole, looking to achieve a balance of the above noted experience across the full Board and a blend of management and independent Directors, while also covering the need for specific skill sets such as Audit Committee and Compensation Committee expertise. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time.

In evaluating the suitability of individual Board members, our Board considers many factors, including independence; expertise in cloud and consumer information technology; expertise in enterprise software; expertise in clinical/provider, payer and/business or operations or healthcare policy aspects of healthcare;experience; an understanding of financial statements; experience in management or governance of publicly traded companies; experience in global business; government or public policy experience; information protection (data privacy and cybersecurity) experience; and gender, race, ethnicity or other diversity.

The Board does not believe that Directors should expect to be re-nominated following the expiration of their terms. Directors up for re-nomination must meet the same standards and requirements and go through the same review process for consideration for re-nomination as those being considered as a newly appointed/elected candidate.

Skills and Experience

The NG&PP Committee works with the full Board to regularly evaluate Board composition to assess the skills and capabilities that are relevant to the Board's work and the Company's strategy and the number of directors needed to fulfill the Board's responsibilities under our Corporate Governance Guidelines and Committee charters.

The table below summarizes the key qualifications, skills, and attributes that each Director and nominee brings to the Board. Each Director and nominee possess numerous other skills and competencies not identified below. A mark indicates a specific area of focus or expertise which the Board considers the person to contribute significantly to the overall Board skill set. Not having a mark does not mean theA Director or nominee does notmay possess thata qualification or skill.skill even if a mark is absent in the table. Director and nominee biographies above under "Information Concerning Directors and Nominees" describe each person's background and relevant experience in more detail.

The Board's NG&PP Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. The NG&PP Committee retains a third-party executive search and director recruitment firm from time to time to identify and assist in evaluating candidates, and the NG&PP Committee also identifies potential candidates on its own. Upon screening and recommendation by the NG&PP Committee, the Board has the responsibility for nominating candidates for election to the Board and for filling vacancies on the Board as they arise.

Shareholders who wish the NG&PP Committee to consider their recommendations for Director nominees should submit their recommendations in writing to the NG&PP Committee in care of our Corporate Secretary, Cerner Corporation, 2800 Rock Creek Parkway, North Kansas City, Missouri 64117. Any such recommendations should include the nominee's name and qualifications for Board membership. Generally, such proposed candidates are considered by the NG&PP Committee at its regularly scheduled meetings and, if recommended by the NG&PP Committee, presented for consideration by the Board at its regularly scheduled meeting during the first quarter of the year. Recommendations by shareholders that are made in accordance with these procedures will receive the same consideration given to other potential nominees considered by the NG&PP Committee.

In addition, the Company's Bylaws permit shareholders to nominate Directors for election at an annual shareholders' meeting. To nominate a Director, the shareholder must deliver the information required by the Company's Bylaws in accordance with the procedures described below in "Shareholder Proposals."

Each of the Board's nominees for this year's election, Mitchell E. Daniels, Dr. Elder Granger, John J. Greisch, and Melinda J. Mount, George A. Riedel and R. Halsey Wise, has been recommended by our NG&PP Committee and nominated for election by the full Board. Additionally, each of our other Directors was, at the time of their election, recommended by our NG&PP Committee and nominated for election by the full Board. Dr. Granger was initially introduced to the NG&PP Committee by one of our non-employee Directors.

Shareholder Access to Directors

The Board provides a process for shareholders and other interested parties to send communications to the Board or any of the individual Directors. Shareholders may send written communications to the Board or any of the individual Directors in care of our Corporate Secretary, by mail to Cerner Corporation, 2800 Rock Creek Parkway, North Kansas City, Missouri 64117 or by email to corporatesecretary@cerner.com. Communications will be compiled by our Corporate Secretary and submitted to the Board or the individual Directors, as applicable, on a periodic basis. In general, communications relating to corporate governance and Board matters are more likely to be forwarded than communications relating to ordinary business affairs or commercial solicitations.

Majority Voting for Directors

Cerner's Bylaws provide that, in the case of an uncontested Director election (i.e., where the number of nominees is the same as the number of Directors to be elected), Directors are elected by the affirmative vote of a majority of the votes cast, in person or by proxy, by the holders of outstanding shares of stock entitled to vote for the election of Directors. Any incumbent nominee for Director who fails to receive the requisite majority vote at an annual or special meeting held for the purpose of electing Directors, where the election is uncontested, must promptly - following certification of the shareholder vote - tender his or her resignation to the Board. The independent Directors (excluding the Director who tendered the resignation) will evaluate any such resignation in light of the best interests of Cerner and its shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the Director's qualifications, the Director's past and expected future contributions to Cerner, the overall composition of the Board, and whether accepting the tendered resignation would cause Cerner to fail to meet any applicable rule or regulation (including Nasdaq Rules and federal securities laws). The Board will act on the tendered resignation, and publicly disclose its decision and rationale, within 90 days following certification of the shareholder vote.

Leadership Structure

Our Corporate Governance Guidelines reserve the right to the Board to vest the responsibilities of Chairman of the Board and CEO in the same individual andor to separate the roles. During 2021, the Board has exercised its discretion in combiningto separate these positions and appointing Mr. Shafer to servewhen Dr. Feinberg was hired as Chairman and CEO. The Board believes that it is in Cerner's best interest and benefits our shareholders to combine these positions because Mr. Shafer has deep experience in and knowledge of the healthcare and healthcare IT industries and his serving in both capacities ensures a direct connection between the Board and the Company's leadership team and increases efficiency. Mr. Shafer's employment agreement provides that he will serve as ChairmanPresident and Chief Executive Officer. The Board will consider the combination or separation of these positions as part of the succession planning process, and the Board will allocate the responsibilities of the offices of Chairman of the Board and CEO in the future in a manner that it determines to be in the best interests of the Company and our shareholders.

William D. Zollars has been appointedelected as our Lead Independent Director.Chairman of the Board. The Company believes that having a Lead Independent Directoran independent Chairman of the Board helps to ensure sufficient independence in its leadership and provides effective independent functioning of our Board in its oversight and governance responsibilities. The Lead Independent Directorindependent Chairman of the Board performs those functions and duties set forth in the Lead Independent Director GuidelinesChairman Responsibilities (available on our website at www.cerner.com under "About Us, Leadership") and as otherwise may be requested by our Board. The authorities, duties, and responsibilities of the Lead Independent DirectorChairman include, among other things, assisting the Chairman andworking with management in developing Board meeting agendas and meeting schedules, presiding at executive sessions of the independent Directors, serving as a liaison between the Chairman and management and the Board or independent directors, and providingmeeting regularly with the Chairman with feedbackChief Executive Officer and counsel concerningmonitoring the Chairman's interactions with our Board.performance of the Company's officers.

Each of the four Board Committees - Audit, Compensation, NG&PP and F&S - is composed solely of independent Directors, each with a different independent Director serving as Committee chair. The Board may establish other committees as it deems appropriate and delegate to those committees any authority permitted by applicable law and Cerner's Bylaws. We believe that the mix of experienced independent and management Directors that make up our Board, along with the independent roleseparation of Mr. Zollars, our current Lead Independent Director,the Chairman of the Board and Chief Executive Officer and our independent Board Committees, benefits the Company and its shareholders.

The NG&PP Committee oversees an annual self-evaluation by the Board and each Committee, part of which focuses on the governance structure of the Board and its Committees, and seeks recommendations with respect to the leadership structure and practices best suited for us and our shareholders.

Oversight of Enterprise Risk

Much attention continues to be given to the subject of how companies identify and manage corporate risk. We believe that carefully taken risks can lead to innovation and business success. We also recognize that reckless acceptance of risk or the failure to appropriately identify and mitigate risks can be destructive to achieving our objectives and optimizing shareholder value.

Our Enterprise Risk Management ("ERM")Compliance team conducts an annual survey of our executive leadership team to identify risks, and together with our other compliance focused teams (such as Regulatory Affairs/Compliance, Human Resources, Internal Audit and Legal) and executive management, assesses and manages our various risks on a day-to-day basis, including the creation of appropriate risk management programs and policies. The risk assessment process is global in nature and has been developed to identify, assess and mitigate our risks, including the nature, likelihood, magnitude and control of the risks.

While risk oversight is a full Board responsibility, the management oversight of our ERMInternal Audit team has been delegated to the Audit Committee. The Audit Committee also periodically reviews and explores with management our significant risk exposures, including without limitation financial, operational, data privacy, cybersecurity, business continuity, reputational, legal and regulatory risks, and the steps management has taken to monitor, mitigate and control such exposures, including our risk assessment and policies that have been adopted in connection with the management of such risks. Due to the dynamic nature of risk, the overall status of our significant risks is updated

Protecting enterprise information - both data privacy and cybersecurity - is a key focus of the Board, and specifically the Audit Committee. As part of the Board's oversight of risk management, the Audit Committee receives regular reports at Board meetings from the Company's Chief Information Officer and Chief Security Officer, covering the evolving cybersecurity threat landscape, our information protection security program, and the Company's key cybersecurity risk mitigation activities and controls.

In addition, an overall review of risk is inherent in the Board's consideration of our long-term strategies, including significant capital expenditures, acquisitions and divestitures and other financial matters. The Board's role in risk oversight is consistent with our leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its Committees providing oversight in connection with those efforts.

Relationship betweenRisk Management in Compensation and Risk ManagementMatters

The Compensation Committee utilizedhas reviewed the ERM teamCompany's at-risk incentive compensation plans and has concluded they do not create risks that are reasonably likely to performhave a material adverse effect on the Company. The Compensation Committee reached this conclusion based upon results from a multifaceted risk review of the Company's 2020at-risk incentive compensation arrangements. More specifically, the ERM team reviewedprogram elements. The risk review included, but was not limited to, evaluation of plan governance including policies and tested metrics comprising over 18%practices, plan structure, target setting practices, metric measurement, and pay determination. The combination of the total plannedat-risk incentive compensation program elements established an appropriate risk balance for the following: independence between the associates setting the metric targets, providing the results, and being compensated on the metric; the accuracy of the payout calculation; and qualitative factors which may increase the risk of incenting unintended behaviors. The qualitative factors evaluated included: appropriateness of the metric to achieve its intentshort-term and existence of controls to prevent any unintended behaviors such metrics may incent. The ERM team also reviewed material plan changes for 2020. The most significant change waslong-term Company goals. While the redesign of the business incentive plans to be more focused on organizational health and client success. The ERM team reviewed the philosophy around the changes and considered the impact to individual plans as part of the review. The Compensation Committee assessedoversees risk management strategy for compensation practices, the ERM team's reportCompany's management is responsible for implementing and concluded that our incentive compensation arrangements, coupled with internal controlssupervising day-to-day risk management processes and policies, do not encourage associates to: i) take excessive risks that are likely to cause material adverse harmreporting to the Company, or ii) manipulate performance in order to increase incentive award payouts.Compensation Committee on such matters.

Specifically, the Compensation Committee noted theThe following design features of our incentive compensation program that mitigateprograms were noted as mitigating risk:

Our non-employee Directors are paid commensurate with the time served during the Board year in quarterly installments. For each of the 2019-2020 Board year (from the 2019 Annual Shareholders' Meeting to the 2020 Annual Shareholders' Meeting) and the 2020-2021 Board year (from the 2020 Annual Shareholders' Meeting to the 2021 Annual Shareholders' Meeting) and the 2021-2022 Board year (from the 2021 Annual Shareholders' Meeting to the 2022 Annual Shareholders' Meeting), non-employee Directors received an annual cash retainer of $66,000. The Directors are not paid meeting fees. Each member of each Board committee receives an additional annual cash retainer as follows: $12,500follows (with the retainer shown for the Audit Committee, $12,500 for the F&S Committee, $7,500 for the Compensation Committee and $5,000 for the NG&PP Committee. In addition, each Committee Chairperson receives an additional annual cash retainer that causes their aggregate compensation,Chairpersons inclusive of their retainer as members):

For the committee member retainer, to be as follows: $30,000 for2020-2021 Board year and during the Audit Committee Chairperson, $30,000 for2021-2022 Board year, the F&S Committee Chairperson, $20,000 for the Compensation Committee Chairperson and $15,000 for the NG&PP Committee Chairperson. The Lead Independent Director also receivesreceived an additional $30,000 annual cash retainer.retainer, which was prorated during the 2021-2022 Board year for the time William Zollars served in that role.

On October 1, 2021, the roles of Chief Executive Officer and Chairman of the Board were split. At this time, William Zollars was appointed Chairman of the Board and the role of Lead Independent Director was retired for so long as an independent Chairman of the Board is appointed. The Directors are notindependent Chairman of the Board receives an annual retainer of $70,000, paid meeting fees.quarterly, and a $50,000 additional annual restricted stock award with one-year vesting, in addition to any committee member retainers.

Each non-employee Director also receives a grant of restricted stock with a fixed grant date target value of $250,000 during each year of service on the Board. The target for the equity compensation component of the total annual Board compensation package for the 2020-2021 Board year was set at $250,000. In May 2020,2021, pursuant to the Board equity compensation program, 3,7163,188 shares of restricted stock of the Company were granted to each of the then-current non-employee Directors: Dr. Bisbee, Mr. Daniels, Ms. Dillman, Dr. Gerberding, Dr. Granger, Mr. Greisch, Ms. Mount, Mr. Riedel, Mr. Wise and Mr. Zollars. TheseFollowing his appointment as Chairman of the Board, Mr. Zollars received a prorated restricted stock grant of 492 shares with grant date target value of $37,500 for serving in this capacity during a portion of the 2021-2022 Board year. All restricted stock grants issued to Directors in 2021 will vest on the earlier of May 18, 202125, 2022, or the calendar day immediately preceding the date of the 20212022 Annual Shareholders' Meeting.

Additionally, under the Board equity compensation program, each non-employee Director that is newly appointed or elected to the Board receives an initial grant of shares of restricted stock of the Company with a value equal to the annual equity grant value, $250,000 for the 2020-20212021-2022 Board year, with ratable vesting over three years provided such Director continuously serves as a member of the Cerner Board of Directors through such vesting dates. Board members appointed during the board year also receive a prorated equity grant for that year based on when they are appointed. For

Award agreements underlying restricted stock issued to our non-employee Directors for the 2020-20212021-2022 Board year this prorated annual awardprovide that, in the event of a change in control, any unvested restricted stock will vest onbecome vested in full upon the earlier of May 18, 2021 or the calendar day immediately preceding theeffective date of the 2021 Annual Shareholders' Meeting. On November 16, 2020, Major General Elder Granger, M.D., was appointed to Cerner's Boardchange in control. The consummation of Directors. He received an initialthe Transactions will constitute a "change in control" for purposes of currently held unvested restricted stock grant of 3,322 shares of restricted stock and a prorated grant for his service during 2020-2021 of 1,661 shares of restricted stock.held by our directors.

The independent compensation consultant retained by the Compensation Committee works with management each year to review our current Board compensation package relative to our peer group. See discussion under "Compensation Discussion and Analysis -– Compensation Peer Group" for more information on our 20202021 peer group. Based on this review, compensation recommendations are made to our Compensation Committee and Board with respect to the non-employee Directors. The Compensation Committee, (or one of its subcommittees), after review and discussion of the items

set forth above, makes the ultimate decision as to the total compensation and compensation components of our non-employee Directors.

The Directors are subject to the sameCerner's Stock Ownership Guidelines that apply to the Company's officers. The guidelines are further discussed under "Compensation Discussion and Analysis" below. For 2020, our Directors were required to maintain an Ownership Percentageownership of 75% of the restricted stock awards granted to them, subject to a reduced ownership scale based on tenure. For 2021, non-employee Directors have an ownership guideline of five times5-times the annual cash retainer.retainer for Directors, or $330,000 for 2021 and 2022. As of January 1, 2021, at2022, the annual measurement date, all non-employee Directors who were Directors on such date were in compliance with these guidelines.

Under the Cerner Corporation 2011 Omnibus Equity Incentive Plan (as amended, the "Omnibus Plan"), the aggregate value of all compensation paid or granted to any individual for service as a non-employee Director (other than a non-employee Director who is also Chairman of the Board) with respect to any calendar year, including

The following table contains information regarding the compensation earned by non-employee Directors during our 20202021 fiscal year.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and set forth below, and, based upon that review and discussion, recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee:

Julie L. Gerberding, M.D., M.P.H.

George A. Riedel, M.B.A.

R. Halsey Wise, M.B.A.

This Compensation Committee Report and the "Compensation Discussion and Analysis" is not deemed "soliciting material" and is not deemed filed with the SECSecurities and Exchange Commission or subject to Regulation 14A or the liabilities under Section 18 of the Exchange Act.

References to the Compensation Committee in this Compensation Discussion and Analysis also refer to its subcommittees, where applicable.

This Compensation Discussion and Analysis includes discussion of the following non-GAAP financial measures: Adjusted Revenue, Adjusted Operating Margin, Adjusted Net Earnings, Adjusted Diluted Earnings Per Share ("Adjusted EPS"), and Adjusted Free Cash Flow. Definitions of, and further details regarding these non-GAAP financial

As part of our company-wide transformation initiatives, we continueCerner's associates are dedicated to drive efficiencies and operational improvements aimed at enabling Cerner to accelerate growth, expand margins and create betterimproving healthcare experiences for our clients and associates. Cerner's executive leadership team is collectively spearheading this work across all business lines, functionstheir caregivers. Our human capital strategies and geographies and has also put in place a transformation officeprograms enable us to further enable its sustainable progress.

We also believe strongly in the accountability of our leaders in shaping our associate culture and commitment to DEI.diversity, equity and inclusion ("DEI"). To reinforce this accountability, we have added an Organizational Health metric to the 2021 performance-based cash incentive plan applicable to our NEOs and other senior leaders, which is tiedintended to measures ofmeasure and develop strategies to continually improve associate engagementinclusion and DEI.engagement.

Our associate experience andhuman capital strategy, inclusive of our DEI efforts, havehas earned Cerner recognition over the years as onea multitude of Forbes'recognition. In 2021, Cerner received eight awards highlighting our efforts to build a diverse, equitable and inclusive culture including Forbes Best Employer for Diversity, Women Engineer Magazine's Top 50 Employers, Forbes Best Employers by State, Forbes Best Employers for Women 2021, Greater Kansas City Chamber of Commerce – Champion of Diversity Award, HRC Foundation Best EmployersPlace to Work for LGBTQ Equality, National Org on Disability Leading Disability Employer and a perfect scorePerfect Score on the Human RightRights Campaign Equality Index. Cerner is also committed to inclusivity within our benefits programs and pay equity. We have completed both a DEI review of our benefits programs and vendors, in addition to a self-critical analysis of associate compensation. We will continue to build proactive processes that support and maintain pay equity for similarly situated associates.

Say-on-Pay and Governance

In 2021,2022, we are conducting our annual advisory "say-on-pay" vote requesting your advisory approval of the compensation to our NEOs as outlined in this Compensation Discussion and Analysis and the tables and narrative discussion that follow. In this discussion, we summarize our executive compensation programs and objectives and provide an overview of how and why the Compensation Committee of our Board of Directors made specific compensation decisions regarding our NEOs.

Our executive compensation say-on-pay proposals received 93%88% support at the 20202021 Annual Shareholders' Meeting and over 90%93% at the 20192020 Annual Shareholders' Meeting. Given these recent say-on-pay vote results, the Compensation Committee has determined that our approach to compensation should remain relatively consistent in 2021,2022, with some additions to increase alignment with shareholders and emphasis on top line growth. This will be done throughmodifications discussed below in light of the modification of metrics, as noted in the Executive Summary, in both NEO cash incentive and performance-based equity compensation awards.proposed Merger.

Other aspects of our compensation program are intended to further align our executives' interests with those of our shareholders and ensure adherence to corporate governance best practices related to executive compensation.

During 2020,2021, the following modifications to our compensation programs and policies were made to further strengthen our governance framework and align with shareholder value creation:

The independent compensation consultant retained by the Compensation Committee works with our human resources team each year to analyze potential peer companies based on industry, markets, business models and a range of financial measures. Based on this analysis, an appropriate peer group is proposed each year. The Compensation Committee reviews and approves the peer group for the upcoming year based on the analysis provided and in consultation with their independent consultant.

The companies included in our 20202021 peer group for compensation comparison were selected based on industry relevance and scope relevance. From an industry perspective, we examined companies in standard industrial classifications ("SIC") pertaining to computer programming and data processing, computer programming services, prepackaged software, computer integrated system design and computer processing and data preparation services. We then filtered the companies using financial measures to ensure that the peer companies were of generally relevant size and scope. Companies in our peer group generally have market capitalizations of between 0.25X0.2X and 3X that of our market capitalization, revenues of between 0.5X to 3X our annual revenue, and market capitalization to revenue multiples of at least 2X.

Our peer group for 2021 remained unchanged from 2020 changed from 2019 to more closely align the group with Cerner based on these factors; therefore, Fidelity National Information Services, Inc. and Fiserv Inc. were removed from theas it was determined that our peer group as their market capitalizations exceeded our size parameters and Red Hat, Inc. and Worldpay, Inc. were removed from the peer group duecompanies continued to merger & acquisition activity. IQVIA Holdings, Inc., Leidos Holdings, Inc., Palo Alto Networks, Inc. and Workday, Inc. were added to the peer group as their profiles fellfall within our parameters.

The Compensation Committee has authority to secure the services of advisors both internal and external to the Company, including the retention of outside consultants to review executive compensation, Board of Directorsnon-employee director compensation and to perform any other analysis the Compensation Committee deems appropriate. Historically, theThe Compensation Committee has worked with our internal resources, such as our Chief Human Resources Officer and our human resources compensation team, along with an outside consultant to carry-outcarry out its responsibilities. The Compensation Committee engaged Deloitte Consulting LLP ("Deloitte Consulting"), an independent compensation consultant, to assist it in fulfilling its responsibility during the first half of 2020. Deloitte Consulting was retained directly by the Compensation Committee and worked with the Compensation Committee for eleven years through 2011 and from 2015 to July 2020. InSince July 2020, the Compensation Committee has retained Pay Governance LLC ("Pay Governance") as its independent compensation consultant forconsultant. During 2021, the remainder of 2020. During 2020, the independent

The fees charged by Deloitte Consulting for compensation consulting services and resources during 2020 were $85,387. During 2020, affiliates of Deloitte Consulting provided other services to Cerner that were unrelated to executive compensation matters. The decision to engage affiliates of Deloitte Consulting for these other services was made by our management. For these non-compensation related consulting services, we paid Deloitte Consulting and its affiliates $189,643. The Compensation Committee and the Board were informed of the use of affiliates of Deloitte Consulting for services unrelated to executive compensation matters, but neither the Board nor the Compensation Committee specifically approved these services.

We believe this structure aligns NEO pay to Company performance for the following reasons:

For 2020, 90%2021, 96% of Mr. Shafer'sDr. Feinberg's total target compensation mix was at-risk and 89%90% of the total compensation mix for our other NEOs who were executives at the end of 2021 combined was at-risk. Our at-risk compensation consists of our performance-based cash incentive compensation and equity awards.

All of theseThese factors, in conjunction with the above stated compensation philosophies and structures are weighed by the Compensation Committee in determining and approving the levels for each component of compensation for the upcoming year. For 2022, the Compensation Committee has considered the terms of the Merger Agreement and has set market-aligned compensation for the Company's NEOs for 2022 to operate as usual until the Merger closes upon satisfaction of closing conditions.

In 2020,For 2021, target cash compensation (base salary and annual bonus) approved for our CEODr. Feinberg was a 40%/60% mix of base salary and target performance-based cash incentives. OtherOur other NEOs who were executives at the end of 2021 had a pay mix ranging from 44%45%/56%55% to 52%54%/48%46% of base salary and target performance-based cash incentives.