Form 8-K - Current report

Premier, Inc.

Date: September 12, 2023

/s/ Michael J. Alkire

Michael J. Alkire

President and Chief Executive Officer

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): September 12, 2023

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, NC28277

(Address of principal executive offices, including 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 (see General Instruction A.2. below):

☐	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 or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Trading

Symbol(s)

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2023, Premier, Inc. (the “Company”) announced Leigh Anderson has been appointed Chief Operating Officer of the Company, effective as of September 12, 2023. Mr. Anderson had previously been President of Performance Services of the Company.

In connection with Mr. Anderson’s promotion, based on the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Board approved the following changes to his fiscal 2024 compensation package:


Compensation Element	Fiscal 2023			Fiscal 2024			Percentage Increase
Base Salary	$	608,465		$	670,000			10.11	%
AIP Target		75	%		75	%		0	%
Equity Target		225	%		275	%		34.7	%

The Committee and the Board determined it would be in the best interest of the Company and its stockholders to make the compensation changes set forth above to promote retention and recognize and incentivize the continued performance and value to the Company of Mr. Anderson.

Any information with respect to Mr. Anderson required to be disclosed under Items 401(b), (d), (e) and Item 404(a) of Regulation S-K pursuant to Item 5.02(c)(2) of Form 8-K has been included in the Company’s most recent proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 19, 2022.

On September 12, 2023, the Company issued a press release announcing the appointment of Mr. Anderson, a copy of which is furnished as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


99.1		Press release of Premier, Inc., dated September 12, 2023.

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

SIGNATURES

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, thereunto duly authorized.

Exhibit 99.1

Premier, Inc. Realigns Leadership Team and Promotes Key Executives

to Accelerate Innovation and Profitable Growth

•

Leigh Anderson is now Chief Operating Officer

•

Andy Brailo is now Chief Commercial Officer

•

Bruce Radcliff is now Senior Vice President of Supply Chain

Charlotte, N.C. – September 12, 2023 – Premier, Inc. (NASDAQ: PINC) (“Premier” or the “Company”), a leading technology-enabled healthcare improvement company, today announced three executive promotions that strategically position the organization for continued innovation, profitable growth and greater tech-enablement of the product portfolio. All promotions are effective immediately.

Leigh Anderson, Chief Operating Officer

Leigh Anderson, who most recently served as Premier’s President of Performance Services, has been promoted to Chief Operating Officer. In this new role, Anderson is responsible for operations, growth and product innovation across both the Performance Services and Supply Chain Services segments. One of his key areas of focus is modernizing and tech-enabling supply chain products and services to support member needs for greater transparency, resiliency and automation of manual tasks. Anderson continues to report directly to Michael J. Alkire, Premier’s President and CEO.

“Leigh’s forward-thinking leadership has been a key driver of the growth and success of Performance Services, including the establishment of our AI-enabled technology and services platform, PINC AI^™; achievement of industry-leading SaaS renewal rates; and expansion into new, adjacent markets,” said Alkire. “His technology expertise, entrepreneurial mindset and proven track record make Leigh the right choice to evolve our offerings and extend AI and automation solutions across the healthcare supply chain.”

Andy Brailo, Chief Commercial Officer

Andy Brailo, formerly the Company’s Chief Customer Officer, has been elevated to Chief Commercial Officer, overseeing Premier’s member-embedded field force and supply chain services growth teams. Brailo continues to report directly to Alkire.

“After more than 20 years at Premier, Andy knows the Company, the strategic value of our solutions and the needs of our provider members better than anyone,” continued Alkire. “Among other responsibilities, Andy is focused on packaging the right solutions to meet the specific needs of individual members. Given his relationships and ability to serve members with agility, he’s the ideal choice to serve as Premier’s Chief Commercial Officer as the Company enters its next phase of growth.”

Bruce Radcliff, Senior Vice President of Supply Chain

Premier’s Group Vice President of Strategic Sourcing, Bruce Radcliff, has been promoted to Senior Vice President of Supply Chain, succeeding David Hargraves, who in July informed the Company of his intention to retire by the end of 2023. Radcliff joined Premier in May 2023 following 10 years leading supply chain operations for Advocate Aurora Health, a Premier member health system. Radcliff now reports to Anderson.

“Bruce brings the voice of the customer to Supply Chain Services and will be instrumental in supporting continued retention and growth across this business,” added Alkire. “He’s the best choice to succeed David, who deserves great credit for differentiating Premier’s group purchasing organization (GPO) through our highly successful committed buying programs, domestic manufacturing portfolio and supply chain resiliency initiatives.”

About Premier, Inc.

Premier, Inc. (NASDAQ: PINC) is a leading healthcare improvement company, uniting an alliance of more than 4,350 U.S. hospitals and health systems and approximately 300,000 other providers to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, consulting and other services, Premier enables better care and outcomes at a lower cost. Premier plays a critical role in the rapidly evolving healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide. Headquartered in Charlotte, N.C., Premier is passionate about transforming American healthcare. Please visit Premier’s news and investor sites on www.premierinc.com; as well as Twitter, Facebook, LinkedIn, YouTube, Instagram and Premier’s blog for more information about the company.

Contact: Public_Relations@premierinc.com

Document and Entity Information	Sep. 12, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001577916
Document Type	8-K
Document Period End Date	Sep. 12, 2023
Entity Registrant Name	Premier, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-36092
Entity Tax Identification Number	35-2477140
Entity Address, Address Line One	13034 Ballantyne Corporate Place
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	(704)
Local Phone Number	357-0022
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.01 Par Value
Trading Symbol	PINC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false