UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 30, 2007
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Cerner
Corporation |
(Exact Name of Registrant as Specified in Its Charter) |
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Delaware |
(State or Other Jurisdiction of Incorporation) |
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0-15386 |
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43-1196944 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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2800
Rockcreek Parkway, North Kansas City, Missouri |
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64117 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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(816)
221-1024 |
(Registrants Telephone Number, Including Area Code) |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 30, 2007, Cerner
Corporation (the Company) entered into Executive Performance
Agreements with its executive officers for the 2007 fiscal year pursuant to the
Companys Section 162(m) Performance-Based Compensation Plan (the
162(m) Plan). The Executive Performance Agreements entered into with
the Companys Section 16 Insiders implement performance metrics and target
bonus levels as previously approved by the 162(m) Subcommittee of the Compensation
Committee of the Board of Directors.
The 162(m) Plan is an incentive-based compensation plan, designed to provide a meaningful incentive on both a quarterly and
annual basis to key associates and executives of the Company and to motivate them to
assist the Company in achieving ambitious, attainable, short-term goals. Under the
executive feature of the 162(m) Plan, for which the Companys Section 16 Insider officers
are eligible, the 162(m) Subcommittee of the Compensation Committee establishes
performance metrics prior to or at the beginning of the performance period and for which
measurement of the achievement of such targets can be, and are,
determined under pre-established objective formulas.
Individual Executive
Performance Agreements are entered into with each of the Companys Section 16
Insiders, including its named executive officers (NEOs), pursuant to the 162(m) Plan.
The material terms of the 2007 Executive Performance Agreements include: i) Target
Bonus Levels for each of the NEOs; ii) quarterly and annual performance metrics for
each of the NEOs; iii) incentive compensation payments based on individual
Performance Factor ratings; iv) eligibility requirements; and, iv) adjustment rights for the
Company to adjust incentive payments downward based on certain factors.
The 2007 performance metrics for the Companys NEOs will be based solely on achievement of earnings per share targets.
The above description is
qualified in its entirety by reference to the Form of 2007 Executive Performance
Agreement, which is filed with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
c) Exhibits
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99.1 |
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Form of 2007 Executive Performance Agreement |
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.
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CERNER CORPORATION |
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Date: April 5, 2007 |
By: |
/s/ Marc G. Naughton |
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Marc G. Naughton, Senior Vice
President and Chief Financial Officer |