Cerner Corporation (NASDAQ:CERN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced by Cerner and disclosed in the Original Filing, Mr. Illig has been appointed Chairman and interim Chief Executive Officer ("CEO"). Cerner stated in the Original Filing that there had been no changes to Mr. Illig's compensation at that time.
At the recommendation of Cerner's independent compensation consultant, and in consideration for Mr. Illig's service as Chairman and interim CEO, the Board and the Section 16 Insider Equity and Incentive Compensation Subcommittee (with respect to equity and incentive compensation grants) approved, to be effective August 20, 2017, an annual base salary of $1,000,000 (an increase from his previous $450,000 annual base salary) and a performance-based cash incentive target opportunity under Cerner's Performance-Based Compensation Plan, as amended, of $1,000,000 (with a maximum performance-based cash incentive opportunity of $890,841 for the 2017 fiscal year, which is 165% of the target opportunity calculated using a proration of his previous and new amounts), an increase from his previous $275,000 target opportunity (which included an annual maximum performance-based cash incentive opportunity of $453,750 for the full 2017 fiscal year, also representing 165% of the previous target opportunity). Additionally, Mr. Illig was issued a stock option grant of 50,000 shares with an exercise price equal to the closing fair market value on August 15, 2017, the date of the grant, which vests over a five-year period with 40% vesting at the end of the second year and 20% vesting each year thereafter. Mr. Illig's annual base salary will be reduced to $500,000 and his performance-based cash incentive target opportunity will be reduced to $500,000 when a new CEO is appointed.
There have been no changes to Mr. Illig's existing Employment Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
10.1Amended and Restated Employment Agreement of Clifford W. Illig dated effective January 1, 2008
CERNER CORP /MO/ ExhibitEX-10.1 2 a101amendedandrestatedempl.htm EXHIBIT 10.1 Exhibit Exhibit 10.1AMENDED & RESTATEDCERNER EXECUTIVE EMPLOYMENT AGREEMENTThis Cerner Executive Employment Agreement,…To view the full exhibit click here
About Cerner Corporation (NASDAQ:CERN)
Cerner Corporation is a supplier of healthcare information technology (HCIT). The Company offers a range of intelligent solutions and services that support the clinical, financial and operational needs of organizations. Its segments include Domestic and Global. The Domestic segment includes the business activity in the United States. The Global segment includes the business activity in Aruba, Australia, Austria, Belgium, Brazil, Canada, Cayman Islands, Chile, Denmark, Egypt, England, Finland, France, Germany, Guam, India, Ireland, Luxembourg, Malaysia, Mexico, Netherlands, Norway, Portugal, Qatar, Romania, Saudi Arabia, Singapore, Slovakia, Spain, Sweden, Switzerland and the United Arab Emirates. It offers software, hardware, professional and managed services. Its solutions are offered on the unified Cerner Millennium architecture and on the HealtheIntent cloud-based platform. Its solutions include Cerner ITWorks, Cerner RevWorks, PowerWorks and CommunityWorks, among others.
