STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING
OF STOCKHOLDERS
Any proposals that our stockholders wish to have included in our proxy statement and form of proxy for the 2023 annual
meeting of stockholders must be received by us at our principal executive offices no later than the close of business on June 21, 2023, and must otherwise comply with the requirements of Rule 14a-8 of the
Exchange Act in order to be considered for inclusion in the 2023 proxy statement and form of proxy. The inclusion of any proposal will be subject to applicable rules of the SEC, including Rule 14a-8 of
the Exchange Act, as amended from time to time, and timely submission of a proposal does not guarantee its inclusion in our proxy statement.
You
may also submit a proposal without having it included in our proxy statement and form of proxy, but we are not required to submit such a proposal for consideration at the annual meeting if it is considered untimely. To submit a proposal, a
stockholder must be entitled to vote on such proposal at the meeting and must be a stockholder at the time notification of the proposal is provided to us. In accordance with Article I, Section 12 of our Bylaws, to be timely your proposal must
be delivered to or mailed and received at our principal executive offices on or after August 4, 2023 and not later than September 3, 2023, provided, that in the event the date of the 2023 annual meeting is advanced by more than 20 days, or
delayed by more than 70 days, from the anniversary date of our December 3, 2022 Annual Meeting, your proposal and related notice, in order to be timely, must be received not earlier than the 120th day prior to the 2023 annual meeting and not
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
All stockholder proposals and related notices must be in the form set forth in Article I, Section 12 of our Bylaws and must be addressed to
Premier, Inc., 13034 Ballantyne Corporate Place, Charlotte, North Carolina 28277, Attention: Corporate Secretary. Article I, Section 12 of our Bylaws requires, among other things, that the proposal and related notice must set forth:
(1) (i) a brief description of the business desired to be brought before the annual meeting (including the text of any resolutions
proposed for consideration and, in the event that such business includes a proposal to amend our Bylaws, the language of the proposed amendment), (ii) the reasons for conducting that business at the annual meeting and (iii) any material
interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;
(2) the name
and record address of the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made;
(3) the class and number of shares of our stock which are owned beneficially and of record by such stockholder and such beneficial
owner;
(4) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business;
(5) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends
(i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the proposal and/or (ii) otherwise to solicit proxies from stockholders in support of
such proposal;
(6) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a
proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated
thereunder;
(7) a description of any agreement, arrangement or understanding with respect to the proposal and/or the voting of
shares of any class or series of our stock between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the proposal is made, any of their respective affiliates or associates and/or any others acting in concert
with any of the foregoing (collectively, proponent persons); and
|
|
|
|
|
|
|
|
|
94 |
|
2022 Proxy Statement |
|
|
|
|
|
|