Cerner announced that the company has entered into a cooperation agreement with Starboard. The cooperation agreement includes a board refreshment plan, operational improvement initiatives, commitments for operating margin targets, a new finance and strategy committee of the board and an expanded capital return program to drive the next phase of profitable growth and value creation. The company’s board has appointed four new directors, effective immediately: John Greisch, former president and CEO of Hill-Rom Holdings, R. Halsey Wise, former chairman and CEO of MedAssets, Melinda Mount, former president of AliphCom and George Riedel, former chairman and CEO of Cloudmark. The four new directors have been appointed to Classes II, III, II and III, respectively. As members of Class III, Wise and Riedel will be standing for election at the annual meeting of shareholders. Current Cerner board member William Zollars has been appointed to the newly created position of lead independent director. The company also announced that Denis Cortese is retiring from the board at the end of his term and will not stand for re-election. Following the annual meeting, the board will comprise 10 members, nine of whom are independent. With Cortese’s retirement, the previously announced retirement of co-founder Cliff Illig and the additions of the four new directors, Cerner will have refreshed more than one half of its board since 2017. Starboard, which owns approximately 1.2% of Cerner’s outstanding shares, has agreed to vote all of its shares in favor of Cerner’s nominees at the annual meeting and has entered into other customary standstill and voting commitments. The full cooperation agreement between Cerner and Starboard will be filed on a Form 8-K with the SEC.
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