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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): January 23, 2020

 

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 the Form 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 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))

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 Rule 12b-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 January 23, 2020, the Board of Directors (the “Board”) of Premier, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board in consultation with the Compensation Committee’s independent consultant, approved an amendment to the Company’s Directors’ Compensation Policy (the “Amended Policy”). The Amended Policy, effective January 23, 2020, amends and replaces the previous Directors’ Compensation Policy approved by the Board on June 14, 2019 and effective July 1, 2019 (the “Previous Policy”) by setting forth the compensation for the new position of Lead Independent Director.

As previously disclosed, on October 24, 2019, the Board adopted a Lead Independent Director Policy, providing for the appointment of a Lead Independent Director when the Chair of the Board is not independent. The Amended Policy establishes an annual retainer for the Lead Independent Director.

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 January 23, 2020

         
 

104

   

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


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: January 23, 2020