UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Premier, Inc. (the “Company”) maintains an annual equity award program for its executive officers that includes a mix of performance-based restricted stock unit awards (“PSAs”) as well as time-based-vesting restricted stock unit awards. These equity awards provide the opportunity for the Company’s executives to earn shares of the Company’s common stock depending on whether and to what extent vesting conditions for granted awards are satisfied. In the case of PSAs, vesting is determined based on the Company’s performance against predetermined performance goals during a three-year performance cycle.
At meetings held on August 7 and 8, 2024, the Company’s Board of Directors and its Compensation Committee approved the granting of fiscal year 2025 annual equity awards to the Company’s executive officers. Based on stockholder feedback and other considerations, the new fiscal year 2025 annual PSAs were approved with a modification as compared to PSAs awarded in prior fiscal years to add Company net revenue as a second and equally-weighted measure along with adjusted earnings per share to balance the focus of these awards on the Company’s top- and bottom-line growth. The Board and Compensation Committee also modified the PSAs such that vesting will occur at the end of a three-year performance period based on achievement against separate targets that are set for each measure in each of the three fiscal years within the performance period (and not an aggregate target for the entire performance period).
Adjusted earnings per share is a non-GAAP financial measure. This financial measure is not in accordance with or an alternative to GAAP. Refer to the Company’s most recent periodic filing with the Securities and Exchange Commission for the definition of this financial measure and further explanation and disclosure regarding the Company’s use of this measure.
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/ Michael J. Alkire | |||||
| Name: Michael J. Alkire | ||||||
| Title: President and Chief Executive Officer | ||||||
| Date: August 12, 2024 | ||||||