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): June 14, 2019
Premier, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-36092 | 35-2477140 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
13034 Ballantyne Corporate Place
Charlotte, NC 28277
(Address of Principal Executive Offices) (Zip Code)
(704) 357-0022
(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 theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Class A Common Stock, $0.01 Par Value | PINC | NASDAQ Global Select Market |
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) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2). 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 8.01. | Other Events. |
On June 14, 2019, the Board of Directors (the “Board”) of Premier, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved amendments to the Company’s Directors’ Compensation Policy (the “Amended Policy”). The Amended Policy, effective July 1, 2019, amends the previous Directors’ Compensation Policy adopted by the Board on August 11, 2016 (the “Previous Policy”). The Amended Policy is designed to provide an incentive to attract and retain the services of qualified persons to serve as directors of the Company. The Compensation Committee’s recommendation was based upon market analysis of director compensation levels and practices generally and within the Company’s peer group conducted by and discussed with the Compensation Committee’s independent compensation consultant.
Under the Previous Policy,non-employee directors were paid the following compensation:
• | an annual cash retainer of $80,000; |
• | an annual equity award of restricted stock units valued at $125,000, with the exception of any director whose employer prohibits the receipt by such individual of equity from the Company; |
• | in lieu of the annual equity award in the preceding bullet, any director whose employer prohibits the receipt of equity from the Company shall receive an annual cash award of $100,000; |
• | per meeting cash fees in connection with committee and ad hoc meeting attendance, and retainers for service as chair of the Board or chair of a Board committee; |
• | reimbursement for reasonableout-of-pocket business expenses incurred in connection with attending meetings of the Board and its committees or in connection with other Company business; and |
• | a gift in the amount of $1,000 to the director’s selectednot-for-profit organization during the holiday season in lieu of receipt of a holiday gift. |
The Amended Policy leaves unchanged the annual cash retainer, expense reimbursement andnot-for-profit gift, but revises the following elements ofnon-employee director compensation:
• | the annual equity award of restricted stock units will increase to $155,000, with the exception of any director whose employer prohibits the receipt by such individual of equity from the Company; |
• | the annual cash award granted in lieu of the annual equity award for any director whose employer prohibits the receipt of equity from the Company will increase to $125,000; and |
• | in lieu ofper-meeting fees, the Board chair, committee chairs and committee members will receive additional retainers for their service. |
The grant date of the annual equity award, and the annual cash award for directors who are prohibited from receiving equity, will be moved from January to the earlier of the first business day following the annual stockholders meeting or December 15. Consistent with the Previous Policy, the annual equity award, and any annual cash award granted in lieu of the annual equity award, will vest in full one year after the grant date and immediately upon a change in control.
Consistent with the Previous Policy, directors who are also our employees do not receive cash or equity compensation for service on the Board in addition to compensation payable for their service as employees of the Company.
All other provisions of the Previous Policy remain unchanged in the Amended Policy.
The foregoing description of the Amended Policy is qualified in its entirety by reference to the terms of the Amended Policy, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Premier, Inc. Directors’ Compensation Policy, as amended effective July 1, 2019
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: June 14, 2019