Premier (PINC) Proxy Filing summary

Executive summary

• A special meeting is scheduled for November 21, 2025, for shareholders to vote on a proposed merger where shareholders will receive $28.25 in cash per share, with the company becoming a wholly owned subsidiary of Premium Parent, LLC, backed by Patient Square Capital.

• The board unanimously recommends approval, citing a 23.8% premium over the 60-day average share price and the certainty of all-cash consideration.

• If approved, shares will be delisted from Nasdaq and deregistered; if not, the company remains public, and no payment is made.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) an advisory (non-binding) vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the other proposals require a majority of votes cast.

• Abstentions and broker non-votes count as votes against the merger but not against the other proposals.

Board of directors and corporate governance

• The board formed a transaction committee of independent directors to oversee negotiations and recommend the transaction.

• The board and committee met extensively, reviewed alternatives, and determined the merger was in shareholders' best interests after a prior strategic review failed to yield better offers.