| Item 2.02. |
Results of Operations and Financial Condition |
On August 19, 2025, Premier, Inc. (the “Company”) issued a press release reporting the financial results of the Company for the three months and fiscal year ended June 30, 2025. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
As discussed in the press release, the Company held a conference call and webcast on August 19, 2025. Supplemental slides referenced during the conference call and webcast were available on the Company’s website for viewing by participants. A transcript of the conference call and webcast together with the supplemental slides are attached as Exhibits 99.2 and 99.3, respectively, to this report and are incorporated herein by reference.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The following changes have been made to the executive compensation packages for certain of the Company’s named executive officers for the Company’s 2026 fiscal year:
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NEO |
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Compensation Element |
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Fiscal 2025 |
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Fiscal 2026 |
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Percentage Increase |
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Andrew F. Brailo |
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Annual Base Salary |
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$ |
560,000 |
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$ |
575,000 |
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|
|
2.7 |
% |
Chief Commercial Officer |
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Equity Target* |
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|
180 |
% |
|
|
225 |
% |
|
|
25.0 |
% |
David L. Klatsky |
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Annual Base Salary |
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$ |
535,343 |
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|
$ |
550,000 |
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|
|
2.7 |
% |
General Counsel |
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Equity Target* |
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|
200 |
% |
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|
225 |
% |
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|
12.5 |
% |
| |
* |
Expressed as a percentage of annual base salary. |
The compensation changes for Mr. Brailo and Mr. Klatsky were approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) on August 17, 2025. The changes to annual base salaries are effective September 1, 2025, and the revised Equity Targets are effective immediately for equity awards to be granted for the Company’s 2026 fiscal year.
The Committee and the Board determined it would be in the best interests 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 these executives. The Committee and the Board made these determinations with the assistance of the Committee’s independent compensation consultant and considered, among other factors, the highly competitive nature of the market for executive talent, the potential impacts on the Company and its operations and strategic plans in the event of the loss of any of these executives, the existing compensation packages for these executives, and peer company and other market information.
| Item 7.01. |
Regulation FD Disclosure |
As noted in Item 2.02 of this report, the Company held a conference call and webcast on August 19, 2025, to discuss the Company’s financial results for the three months and fiscal year ended June 30, 2025, as reported in the Company’s August 19, 2025 press release. A copy of the press release, which contains additional information regarding how to access the conference call and webcast and how to listen to a recorded playback, is attached as Exhibit 99.1 to this report and is incorporated herein by reference. A transcript of the conference call and webcast together with supplemental slides referenced during the conference call and webcast are attached as Exhibits 99.2 and 99.3, respectively, to this report and are incorporated herein by reference.
* * * *
The information in this report under Items 2.02 and 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
