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): ~~January~~February 1522, 2022

Cerner Corporation

(Exact Name of Registrant as Specified in Its Charter)


Delaware	0-15386	43-1196944
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 Rock Creek Parkway

64117

North Kansas City,

Missouri

(Address of Principal Executive Offices)

(Zip Code)

(816) 221-1024

(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 pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CERN	The Nasdaq Stock Market LLC

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 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~January~~February 1522, 2022, ~~the Compensation Committee of the Board of Directors of~~ Cerner Corporation (~~the “Company”~~"Cerner") ~~approved~~ ~~entering~~announced ~~into~~that ait ~~letter~~had ~~agreement~~released ~~with~~its ~~each~~financial ofresults ~~David~~for ~~Feinberg and Jerome Labat,~~ the ~~Company’s~~fourth ~~President~~quarter and ~~Chief~~full ~~Executive~~year ~~Officer~~ended ~~and~~December ~~Executive~~31, ~~Vice~~2021. ~~President~~A ~~and~~copy ~~Chief~~of ~~Technology~~the ~~Officer,~~full ~~respectively,~~text ~~(each,~~of athe ~~“Waiver”)~~related ~~that~~press ~~amends~~release, ~~his~~which ~~employment~~is orposted ~~severance~~on ~~agreement~~the ~~(each,~~Investor aRelations ~~“Severance~~section ~~Agreement”)~~of ~~effective~~www.cerner.com inunder ~~connection~~News ~~with~~& ~~the~~Events ~~closing~~- ofFinancial ~~Oracle~~Releases, ~~Corporation~~is ~~and~~furnished OCas ~~Acquisition~~Exhibit ~~LLC’s~~99.1 ~~(“Parent”)~~hereto ~~contemplated~~and ~~acquisition~~incorporated ofby ~~the~~reference ~~Company~~into ~~(the~~this ~~“Transaction”).~~Item 2.02.

~~Pursuant~~The toinformation ~~the~~in ~~Waivers,~~Exhibit ~~each~~99.1 ~~executive~~is ~~agreed~~being tofurnished ~~waive~~and ~~any~~shall ~~right~~not tobe ~~voluntarily~~deemed ~~terminate~~"filed" ~~employment~~ for ~~“good~~purposes ~~reason” or “constructive termination” due to a material, adverse change in his authority, duties, position or responsibilities or reporting structure for a period~~ of 12Section ~~months~~18 ~~following the closing date~~ of the ~~Transaction~~Securities ~~(the~~Exchange ~~“Waiver~~Act ~~Period”).~~of If1934, ~~the~~as ~~executive’s employment with the Company~~amended, ~~Parent~~ or ~~any~~otherwise ~~parent,~~be ~~subsidiary~~subject orto ~~affiliate of~~ the ~~Company~~liabilities orof ~~Parent~~that ~~(collectively~~section, ~~the~~nor ~~“Cerner~~shall ~~Group”)~~it ~~during~~be ~~the~~incorporated ~~12-month~~by ~~period~~reference ~~following~~into ~~the~~any ~~closing~~registration ofstatement ~~the Transaction is terminated without cause~~ or ~~for any~~ other ~~reason~~filing ~~that constitutes a constructive termination or good reason, he will become entitled to receive the payments, vesting acceleration and benefits~~ under ~~his Severance Agreement for a qualifying termination in connection with a change in control (~~the ~~“Severance~~Securities ~~Benefits”). If~~Act ~~the executive remains employed thereafter with the Cerner Group through the completion~~ of ~~the Waiver Period~~1933, ~~then he will be paid, issued and provided,~~ as ~~applicable~~amended, ~~all~~or the ~~Severance~~Securities ~~Benefits~~Exchange ~~(regardless~~Act of ~~whether~~1934, heas ~~remains employed with the Cerner Group)~~amended, except ~~that~~as ifotherwise heexpressly ~~continues~~stated toin ~~stay~~such ~~employed, he will not be entitled to any Severance Benefits relating to continued COBRA benefits~~filing. ~~Thereafter, he will have no continuing severance rights or entitlements, and no member of the Cerner Group will have any continuing severance obligations to him under his agreement.~~

Item 9.01 Financial Statements and Exhibits.

d) Exhibits


Exhibit Number						Description

99.1						Press Release of Cerner Corporation dated February 22 , 202 2

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

ExhibitNumber						Description
10.1						Waiver Agreement to the Amended Employment Agreement, dated December 20, 2021, between Cerner Corporation and David T. Feinberg
10.2						Waiver Agreement to the Amended Employment Agreement, dated January 14, 2022, between Cerner Corporation and Jerome Labat
104						Cover Page Interactive Data File (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 hereunto duly authorized.

CERNER CORPORATION

Date: January 19, 2022

By:

/s/ Mark J. Erceg

Date: February 22, 2022

By:

/s/ Mark J. Erceg

Mark J. Erceg, Executive Vice President

and Chief Financial Officer

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