Document


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 18, 2018 
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 18, 2018, William B. Neaves, Ph.D. retired from the Board of Directors (the "Board") of Cerner Corporation ("Cerner" or "our") at the end of his then current term. Immediately thereafter, the size of the Board was decreased to eight members.

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

At Cerner's 2018 Annual Meeting of Shareholders (the "2018 Annual Meeting") held on May 18, 2018, our shareholders considered and voted on three proposals, each of which is described in detail in the 2018 Proxy Statement. The following is a brief description of the matters that were voted on at the 2018 Annual Meeting and the results of such voting:

Proposal No. 1 - The election of two Class II Directors: Mitchell E. Daniels, Jr. and Clifford W. Illig, each to serve for a three-year term.

Final Results: Mitchell E. Daniels, Jr. and Clifford W. Illig were each elected as Class II Directors.
 
 
For
 
Against
 
Abstentions
 
Broker
Non-votes
 
 
 
 
 
 
 
 
 
Mitchell E. Daniels, Jr.
 
262,478,401

 
7,873,056

 
1,000,037

 
30,876,037

Clifford W. Illig
 
259,302,139

 
11,754,545

 
294,810

 
30,876,037


Proposal No. 2 - The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018.
Final Results: The shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2018.
For
 
Against
 
Abstentions
 
 
 
 
 
297,083,453

 
4,607,358

 
536,720


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

Proposal No. 3 - An advisory vote to approve the compensation of our Named Executive Officers.
Final Results: The shareholders approved, on an advisory basis, the compensation of our Named Executive Officers.
For
 
Against
 
Abstentions
 
Broker
Non-votes
 
 
 
 
 
 
 
249,743,487

 
20,626,040

 
981,967

 
30,876,037









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 21, 2018
 
 
 
By:
 
/s/ Marc G. Naughton
 
 
 
 
 
 
Marc G. Naughton, Executive Vice President
 
 
 
 
 
 
and Chief Financial Officer