UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2010
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-15386
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43-1196944 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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2800 Rockcreek Parkway, North Kansas City, Missouri
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64117 |
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(Address of Principal Executive Offices)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry Into A Material Definitive Agreement.
On
May 28, 2010, the Board of Directors of Cerner Corporation (the
“Company”) adopted and
authorized, and Company management entered into, form Indemnification Agreements (the
“Agreements”)
with each of its directors and Section 16 Officers (the
“Indemnitees”), providing the Indemnitees
with indemnification rights in consideration of the Indemnitee’s acceptance of and/or continued
service in his/her position as a director and/or an executive officer with
the Company. The
Agreements provide for Cerner to hold harmless and indemnify each Indemnitee, to the fullest extent
permitted by Delaware law and in accordance with
the Company’s
Bylaws,
Articles of Incorporation
and the Agreement.
These Agreements are substantially similar to the indemnification agreements entered into with the
Company’s directors in prior years and this 2010 Form Indemnification Agreement has been updated to
clarify: i) that the termination of any proceeding shall not automatically create a presumption
that the Indemnitee to be indemnified did not act in good faith or that the Indemnitee’s conduct
was unlawful and ii) the circumstances under which
the Company may indemnify the Indemnitee,
despite the Indemnitee having been found to be liable to
the Company. These Agreements supersede
all previous agreements of a similar nature.
The foregoing description of the Agreements do not purport to be a complete statement of the
parties’ rights and obligations under the Agreements and the transactions contemplated thereby.
The above description is qualified in its entirety by reference to the Form Indemnification
Agreement which is filed with this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Cerner Corporation (the
“Company”) held its Annual Shareholders’ Meeting on
May 28, 2010. The
shareholders considered and voted on three proposals submitted for shareholder vote, each of which
is described in detail in
the Company’s 2010 Proxy Statement. The following is a brief description
of the matters voted on at the Annual Shareholders’ Meeting and the final results of such voting:
Proposal No. 1 — The election of two Class III Directors, Gerald E. Bisbee, Jr., Ph.D. and Linda M.
Dillman, each to serve for a three year term:
Final Results: Gerald E. Bisbee, Jr., Ph.D. and Linda M. Dillman have been elected as Class
III Directors.
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For |
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Withheld |
Gerald E. Bisbee, Jr., Ph.D |
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66,786,399 |
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2,272,870 |
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Linda M. Dillman |
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68,630,667 |
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428,602 |
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Proposal No. 2 — The ratification of the appointment of KPMG LLP as independent registered public
accounting firm of
the Company for 2010:
Final Results: The shareholders ratified the appointment of KPMG LLP as independent
registered public accounting firm of
the Company for 2010.
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For |
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Against |
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Abstain |
KPMG LLP |
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74,389,234 |
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2,607,650 |
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92,489 |
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Proposal No. 3 — Re-approval of
the Company’s Amended and Restated Performance-Based Compensation
Plan:
Final Results: The Company’s Amended and Restated Performance-Based Compensation Plan has
been approved by the shareholders.
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For |
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Against |
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Abstain |
Performance-Based Compensation Plan |
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74,169,612 |
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2,781,713 |
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138,048 |
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Item 9.01 Financial Statements and Exhibits.
c) Exhibits
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99.1
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2010 Indemnification Agreement Form. |