2020 Definitive Proxy

April 7, 2020 Cerner shareholders: I am pleased to invite you to attend the 2020 Annual Shareholders' Meeting of Cerner Corporation to be held on May 22, 2020 at 10:00 a.m. (CDT). The situation with COVID-19 is continuing to rapidly evolve, as is Cerner's response to help protect the health of our associates, clients and their patients, shareholders, and our communities. Based on the unfolding information, we have elected to hold our first virtual meeting of stockholders. You will be able to attend the 2020 Annual Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2020. Three directors will stand for re-election at this year's Annual Shareholders' Meeting. We also will vote to ratify the appointment of KMPG LLP as our independent accounting firm and approve the compensation of our Named Executive Officers. Additionally, after carefully considering the advantages and disadvantages of the classification of our Board, the current views of our shareholders, and a growing sentiment among institutional investors and their advisory services in favor of annual elections, Cerner's Board recommends that you approve the proposed amendments to our charter that would declassify our Board of Directors and more clearly align the advance notice provisions for director nominations with those in our bylaws. Health information technology remains a dynamic industry that is an integral component in the delivery of global health care. For more than 40 years, Cerner has been at the forefront of digitizing health care - an important step toward improving the standard of living of the world's population. Since the beginning, we've had a vision for what comes next. With nearly three million health care professionals accessing Cerner's systems every day, we manage the data of nearly 250 million lives around the world. As we enter the cognitive era of health care, alongside our clients, Cerner is leading health care's ever-quickening evolution. The opportunities are massive. We expect the foundational work from digitization to enable health care's true potential; bring a heightened focus on preventative care, improved safety, and reduced costs; and to help us all be more connected and thrive. Since our last meeting, we have taken steps to realize operational efficiencies across the enterprise and implement transformative structure and process improvements that should enable future growth for Cerner. Other 2019 highlights include the following: • As part of our agreements with Amazon and Amazon Web Services, we have migrated eligible HealtheIntent® clients to AWS, scheduled to migrate Cerner-hosted CareAware® clients by year's end and are making progress to cloud-enable our Cerner Millennium® platform. • Organizationally, we added a new Chief Human Resources Officer and Chief Marketing Officer. We also added to the roles of Don Trigg, who was named President with responsibility for all Cerner business units, and John Peterzalek, who as Chief Client and Services Officer is now responsible for all aspects of the client experience. Also in 2019, and prior to last year's shareholder meeting, we expanded Cerner's Board by adding four new directors: John Greisch, Melinda Mount, George Riedel and Halsey Wise. These new members have collaborated with existing board members to provide valuable counsel and make significant contributions. • We are also gaining momentum with many of our strategic growth initiatives. We have positioned HealtheIntent as a core enabler of provider network strategies, created an enhanced data commercialization service and extended Cerner's reach to non-provider segments of health care by expanding our consumer and employer capabilities. • We've made good progress on our work to modernize the health records for the U.S. Departments of Defense and Veterans Affairs. In an important step, we migrated 78 billion health records of 23.5 million Veterans to Cerner's data center. Additionally, the implementation of several federal sites is scheduled to occur this year. • We delivered financial results in line with expectations and returned $1.4 billion of capital in 2019 through share buybacks and dividend payments, reflecting our continued commitment of delivering value to shareholders. These actions demonstrate our focus on delivering world-class client experiences, operational improvements, improved governance and attractive shareholder value. As such, we ask for your proxy support (FOR) each of the proposals included in the following proxy statement. On behalf of the entire Board of Directors, thank you for your continued interest in Cerner. Brent Shafer Chairman of the Board of Directors and Chief Executive Officer CERNER CORPORATION 2800 ROCKCREEK PARKWAY NORTH KANSAS CITY, MISSOURI 64117 NOTICE OF 2020 ANNUAL SHAREHOLDERS' MEETING MAY 22, 2020 Virtual Annual Meeting of Shareholders - Online Meeting Only - No Physical Meeting Location TO OUR SHAREHOLDERS: The 2020 Annual Shareholders' Meeting of Cerner Corporation will be held virtually on Friday, May 22, 2020, at 10:00 a.m. (CDT). You can attend the 2020 Annual Shareholders' Meeting online, vote your shares, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CERN2020. Be sure to have the Control Number we have provided to you to join the meeting. At the meeting, shareholders will be asked to vote on the following: 1. To elect three Class I Directors: Julie L. Gerberding, M.D., M.P.H., Brent Shafer and William D. Zollars, each to serve for a three-year term (see Proposal #1); 2. To ratify the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2020 (see Proposal #2); 3. To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers (see Proposal #3); 4. To consider an amendment to our Third Restated Certificate of Incorporation to declassify our Board of Directors (Proposal #4); 5. To consider an amendment to our Third Restated Certificate of Incorporation to amend the advance notice provisions for director nominations (Proposal #5); and 6. Any other business that may properly come before the 2020 Annual Shareholders' Meeting or any postponement or adjournment thereof. These items are more fully described in the following pages, which are made part of this notice. Holders of record as of the close of business on Tuesday, March 24, 2020 (the "Record Date"), are entitled to receive notice of and to vote at the 2020 Annual Shareholders' Meeting or any adjournment or postponement of the meeting. A list of all shareholders as of the Record Date will be made available during the meeting at www.virtualshareholdermeeting.com/CERN2020. It is important that your shares be voted at the 2020 Annual Shareholders' Meeting. Even if you plan to attend the 2020 Annual Shareholders' Meeting online, the Board of Directors of Cerner Corporation requests that you submit your proxy in advance by telephone or the Internet or, if you have requested a paper copy of these materials, by marking, signing, dating and promptly mailing the Proxy Card or voting instruction form in the enclosed postage prepaid envelope. A copy of our 2019 Annual Report to Shareholders, which includes audited consolidated financial statements, is available at both www.cerner.com and www.proxyvote.com or, if you have requested a paper copy of these materials, is enclosed. The Annual Report is not part of our proxy soliciting material. BY ORDER OF THE BOARD OF DIRECTORS, Randy D. Sims Secretary You may vote your shares in advance by telephone, via the Internet or, if you requested to receive printed proxy materials, by completing, signing, dating and mailing your Proxy Card. The proxy may be revoked at any time before your shares are voted at the meeting by submitting written notice of revocation to the Secretary of Cerner Corporation or by submitting another timely proxy before the applicable deadlines. If you attend the meeting online, you may choose to vote your shares at www.virtualshareholdermeeting.com/CERN2020 and following the instructions, and any previously submitted proxy will not be used. If you hold shares through a broker, bank or other nominee, please check the voting instructions used by that broker, bank or nominee. Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Shareholders' Meeting to be held on May 22, 2020: The 2020 Proxy Statement and 2019 Annual Report to Shareholders are available at www.proxyvote.com and on www.cerner.com under "Investor Relations, Financials, Proxy Materials." PROXY STATEMENT TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 1 INFORMATION CONCERNING DIRECTORS AND NOMINEES 8 MEETINGS OF THE BOARD AND COMMITTEES 15 COMMITTEES OF THE BOARD 15 DIRECTOR COMPENSATION 18 AUDIT COMMITTEE REPORT 21 GUIDELINES OF CERNER CORPORATION'S AUDIT COMMITTEE FOR PRE-APPROVAL 22 OF INDEPENDENT AUDITOR SERVICES COMPENSATION COMMITTEE REPORT 22 COMPENSATION DISCUSSION AND ANALYSIS 23 PAY RATIO 50 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 51 CORPORATE GOVERNANCE 52 CONSIDERATION OF DIRECTOR NOMINEES 53 CERTAIN TRANSACTIONS 56 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 58 PROPOSAL #1 ELECTION OF DIRECTORS 60 RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 PROPOSAL #2 RATIFICATION OF THE APPOINTMENT OF KPMG AS INDEPENDENT 62 REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL #3 ADVISORY VOTE TO APPROVE THE COMPENSATION

Load more