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CERN > SEC Filings for CERN > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for CERNER CORP /MO/

Form 8-K for CERNER CORP /MO/


Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director

Effective December 23, 2013, the Board of Directors of the Company appointed Mitch Daniels to the Company's Board of Directors, to hold office for a term expiring at the Annual Meeting of Shareholders to be held in May 2015. Mr Daniels fills a newly created Class II Director seat.

In connection with the appointment to the Company's Board of Directors, the Board of Directors also named Mr. Daniels to the Company's Audit, Compensation and Nominating, Governance & Public Policy Committees, effective December 23, 2013.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendment to Bylaws

The Board of Directors of the Company adopted a resolution effective December 23, 2013, to amend the Amended & Restated Bylaws of the Company dated September 16, 2008 (as amended March 31, 2010, and March 9, 2011) (the "Bylaws"), to increase the size of the Board of Directors from eight (8) to nine (9).

Amendment No. 3 of the Bylaws, effective December 23, 2013, is attached as Exhibit 3.1 to this report and is incorporated herein by reference. Attached as Exhibit 3.2 to this report, is a complete copy of the Bylaws as amended, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendment No. 3 to the Company's Amended and Restated Bylaws

3.2 Amended and Restated Bylaws, as amended December 23, 2013

99.1 Press Release of Cerner Corporation dated December 23, 2013

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