Premier Amends 10-K for Governance Details; Two Directors Ineligible

TL;DR

**Premier's 10-K/A reveals critical board changes and executive details, signaling potential shifts in governance that investors should scrutinize for future strategic direction.**

AI Summary

Premier, Inc. filed a Form 10-K/A on October 24, 2025, to include Part III information, specifically regarding Directors, Executive Officers, and Corporate Governance, which was omitted from the original August 19, 2025 10-K filing. This amendment also includes new Section 302 certifications from the principal executive and financial officers. The company's Class A common stock had an aggregate market value of approximately $1,929.3 million held by non-affiliates as of its most recently completed second fiscal quarter. As of August 14, 2025, there were 82,549,641 shares of Class A common stock outstanding. Key board changes include Class III Directors Peter S. Fine (age 73) and Marvin O'Quinn (age 73) not being eligible for re-nomination due to age limits in the Corporate Governance Guidelines, with their terms expiring at the 2025 annual meeting. Michael J. Alkire, age 62, serves as CEO and President, while Glenn G. Coleman is the Chief Financial Officer. The filing details the extensive experience of its nine board members across various healthcare and financial sectors, highlighting strong backgrounds in corporate accounting, risk management, and healthcare management.

Why It Matters

This 10-K/A provides crucial transparency on Premier, Inc.'s leadership structure, executive compensation, and corporate governance, which directly impacts investor confidence and strategic direction. The departure of two long-serving Class III directors, Peter S. Fine and Marvin O'Quinn, due to age limits, signals potential shifts in board composition and oversight, which could influence future strategic decisions and competitive positioning in the healthcare solutions market. For employees, changes in governance can affect company culture and long-term stability, while customers may see impacts on service delivery and innovation depending on new leadership perspectives. The detailed executive and director profiles offer insights into the expertise guiding Premier in a competitive healthcare landscape.

Risk Assessment

Risk Level: low — The filing is an amendment to include previously omitted Part III information, primarily related to corporate governance and executive details, rather than disclosing new financial risks or operational issues. The explicit mention of new Section 302 certifications from the principal executive and financial officers indicates a commitment to regulatory compliance and internal control effectiveness, reducing immediate financial reporting risk.

Analyst Insight

Investors should review the detailed Part III information to understand the qualifications and experience of Premier's board and executive team, especially given the upcoming departure of two Class III directors. This insight can inform assessments of leadership stability and strategic direction, particularly in the context of the company's $1,929.3 million market value and 82,549,641 outstanding shares.

Executive Compensation

Key Numbers

• $1,929.3 million — Aggregate market value of Class A common stock held by non-affiliates (As of the last business day of the most recently completed second fiscal quarter)
• 82,549,641 — Shares of Class A common stock outstanding (As of August 14, 2025)
• 73 — Age of Peter S. Fine (Not eligible for re-nomination due to age limits)
• 73 — Age of Marvin O'Quinn (Not eligible for re-nomination due to age limits)
• 2025 — Year Class III Directors' terms expire (Peter S. Fine and Marvin O'Quinn's terms expire at the 2025 annual meeting)

Key Players & Entities

• Premier, Inc. (company) — Registrant filing the 10-K/A
• Peter S. Fine (person) — Class III Director, age 73, not eligible for re-nomination
• Marvin O'Quinn (person) — Class III Director, age 73, not eligible for re-nomination
• Michael J. Alkire (person) — Chief Executive Officer and President of Premier
• Glenn G. Coleman (person) — Chief Financial Officer of Premier
• SEC (regulator) — Securities and Exchange Commission
• Ernst & Young, LLP (company) — Auditor for Premier's consolidated financial statements
• John T. Bigalke (person) — Class I Independent Director
• Helen M. Boudreau (person) — Class I Independent Director and Chair of Member Agreement Review Committee
• Marc D. Miller (person) — Class I Independent Director and Chair of Compensation Committee

FAQ

Industry Context

Premier, Inc. operates within the healthcare industry, likely focusing on group purchasing, data analytics, and performance improvement solutions for healthcare providers. The sector is characterized by intense competition, evolving regulatory landscapes, and a constant drive for cost containment and efficiency. Companies like Premier aim to leverage scale and data to help members navigate these challenges and improve patient outcomes.

Regulatory Implications

The inclusion of Section 302 certifications in the 10-K/A underscores the ongoing importance of regulatory compliance and accurate financial reporting under the Sarbanes-Oxley Act. Companies must maintain robust internal controls to ensure the integrity of their disclosures, as any misstatements can lead to significant penalties and reputational damage.

What Investors Should Do

1. Review the detailed experience of the nine board members.
2. Monitor the impact of director term expirations and potential board refreshment.
3. Note the inclusion of new Section 302 certifications.

Key Dates

• 2025-08-19: Original 10-K filing — Omitted Part III information regarding Directors, Executive Officers, and Corporate Governance.
• 2025-10-24: 10-K/A filing — Included omitted Part III information and new Section 302 certifications.
• 2025-XX-XX: 2025 Annual Meeting of Stockholders — Terms of Class III Directors Peter S. Fine and Marvin O'Quinn expire; they are not eligible for re-nomination due to age limits.
• 2026-XX-XX: Class I Directors' terms expire — Directors in Class I will stand for election.
• 2027-XX-XX: Class II Directors' terms expire — Directors in Class II will stand for election.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed annual report (10-K). (This filing is an amendment to Premier, Inc.'s original 10-K to include previously omitted information.)

Class III Directors

A category of directors on a staggered board whose terms expire at a specific annual meeting. (Peter S. Fine and Marvin O'Quinn are Class III Directors whose terms expire at the 2025 annual meeting and are not eligible for re-nomination.)

Corporate Governance Guidelines

A set of rules and practices that guide how a company is managed and operated, often including policies on director tenure and age limits. (Premier, Inc.'s guidelines mandate age limits, leading to the non-re-nomination of two Class III Directors.)

Section 302 certifications

Certifications required by the Sarbanes-Oxley Act of 2002, where the principal executive and financial officers personally attest to the accuracy and completeness of their company's financial reports. (New Section 302 certifications were included in this amended filing, indicating a commitment to financial reporting integrity.)

Year-Over-Year Comparison

This 10-K/A filing primarily serves to add Part III information, including details on directors, executive officers, and corporate governance, which was omitted from the original August 19, 2025 10-K. It also includes new Section 302 certifications. As this is an amendment to add specific sections rather than a restatement of financial performance, direct year-over-year comparisons of key financial metrics like revenue or margins are not the focus of this particular filing. The primary change relates to governance disclosures and certifications.

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 Par Value PINC NASDAQ Global Select Mar

Filing Documents

• pinc-20250630.htm (10-K/A) — 950KB
• ex313-pincxfy25x0630amended.htm (EX-31.3) — 5KB
• ex314-pincxfy25x0630amended.htm (EX-31.4) — 5KB
• ex323-pincxfy25x0630amended.htm (EX-32.3) — 6KB
• ex324-pincxfy25x0630amended.htm (EX-32.4) — 6KB
• ex991-pincxfy25x0630amended.htm (EX-99.1) — 90KB
• pinc-20250630_g1.jpg (GRAPHIC) — 57KB
• pinc-20250630_g2.jpg (GRAPHIC) — 116KB
• pinc-20250630_g3.jpg (GRAPHIC) — 18KB
• pinc-20250630_g4.jpg (GRAPHIC) — 453KB
• 0001577916-25-000015.txt ( ) — 2869KB
• pinc-20250630.xsd (EX-101.SCH) — 2KB
• pinc-20250630_lab.xml (EX-101.LAB) — 34KB
• pinc-20250630_pre.xml (EX-101.PRE) — 20KB
• pinc-20250630_htm.xml (XML) — 7KB

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 4

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 45

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 46 PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 48

SIGNATURES

SIGNATURES 49 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance Board of Directors Our Board of Directors (the "Board") currently has nine directors. The Board is divided into three classes (Class I, Class II, and Class III) with staggered terms of three years each. The term of one class expires at each annual meeting of stockholders; thus, directors typically stand for election after three years, unless they are elected to fill a vacancy with an unexpired term. The current terms for our Class I, Class II, and Class III Directors expire at our 2026, 2027, and 2025 annual meetings of stockholders, respectively. Peter S. Fine and Marvin O'Quinn, currently Class III Directors, have both reached the age of 72 and therefore are not eligible to be nominated for another term on the Board in compliance with our Corporate Governance Guidelines. Following is information as of the date of the filing of this Form 10-K/A regarding our current directors: Class I Directors: John T. Bigalke Age: 71 Director Since: 2019 Committee Membership: Audit and Compliance Committee, Finance Committee, and Nominating and Governance Committee Independent Director Experience: Chief Executive Officer of Second Half Health Advisors, a healthcare strategy firm, since 2016 Previously with Deloitte USA LLP from 1998 to 2016, including serving as Vice Chairman and National Industry Leader for the Health Care and Life Science Practice from 2002 until 2012 and Vice Chairman and Senior Partner, Global Health Care Practice from 2012 to 2016 Previously served on the Advisory Board of Vaxcare, Inc. until 2021 and continues to serve as an advisor Advisor to Hallmark Health Care Solutions since April 2024. Director, Chairman of the Audit and Corporate Responsibility Committee and member of the Finance Committee and Strategy Committee of AdventHealth Former Director, Audit Committee Chair and member of the Nominating and Governance Committee and Chair of the Special Committee of Biora T

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View this 10-K/A filing on SEC EDGAR