Premier (PINC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 6, 2024, will be held virtually to maximize shareholder participation and allow electronic voting and Q&A.

• Shareholders will vote on electing two Class II Directors, ratifying Ernst & Young LLP as auditor for FY2025, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of two Class II Directors (Richard J. Statuto and Ellen C. Wolf) to serve until 2027.

• Ratification of Ernst & Young LLP as independent auditor for FY2025.

• Advisory approval of executive compensation for FY2024.

• Shareholders may submit proposals for the 2025 meeting between August 8 and September 7, 2025, following specific bylaw requirements.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; directors serve staggered three-year terms.

• Board diversity policy considers gender, ethnicity, age, and other characteristics; current board includes three women and one African American director.

• Board committees: Audit and Compliance, Compensation, Nominating and Governance, Finance, and Member Agreement Review.

• Annual board and committee self-assessments, director education, and stock ownership guidelines in place.