Premier : 2023 Annual Meeting

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2023 Notice of Annual Meeting and Proxy Statement

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October 18, 2023

Dear Premier Stockholders:

I am pleased to invite you to attend the Premier, Inc. 2023 Annual Meeting of

Stockholders (the "Annual Meeting"). The meeting will be held virtually via the

Internet on Friday, December 1, 2023 at 10:00 a.m., Eastern Standard Time.

The Board of Directors has determined that holding a virtual annual meeting will best facilitate stockholder attendance and participation, which also allows you to vote your shares electronically and submit questions.

At the Annual Meeting, we will consider the items of business described in the Notice of 2023 Annual Meeting of Stockholders and in the proxy statement accompanying this letter. The proxy statement contains important information about the matters to be voted on and the process for voting, along with information about Premier and its management and directors.

Every stockholder's vote is important to us. Even if you plan to attend the virtual meeting, please promptly vote by submitting your proxy by phone, by Internet or by mail. The "Frequently Asked Questions" section of the proxy statement and the enclosed voting instructions or proxy card contain detailed instructions for submitting your vote or proxy. Our Annual Meeting can be accessed virtually via the Internet at www.virtualshareholdermeeting.com/PINC2023. To participate, you will need the 16-digit control number provided on your Notice of Internet Availability of Proxy Materials or proxy card.

On behalf of the directors, management and employees of Premier, thank you for your continued support of and ownership in our Company.

Sincerely,

Richard J. Statuto

Chair of the Board of Directors

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

DATE & TIME

Friday, December 1, 2023, 10:00 a.m. Eastern Standard Time.

ACCESS

www.virtualshareholdermeeting.com/PINC2023

See "Frequently Asked Questions" for details on how to attend.

RECORD DATE

Holders of common stock at the close of business on our record date of October 4, 2023, are entitled to notice of and to vote at the Annual Meeting.

Our Board of Directors has determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At the virtual Annual Meeting, stockholders will be able to attend, vote and submit questions from any location via the Internet.

At the Annual Meeting, stockholders will consider and vote on the following:

• Item 1: The election of three Class I Directors to the Board of Directors to serve until our 2026 annual meeting of stockholders;
• Item 2: The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for our fiscal year 2024;
• Item 3: The approval of the Premier, Inc. 2023 Equity Incentive Plan; and
• Item 4: The approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended June 30, 2023, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission.

In addition, stockholders will consider and vote upon such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Our Board of Directors recommends that you vote FOR the election of each of the nominees under Item 1 and FOR Items 2, 3, and 4. Information about the matters to be considered at the Annual Meeting follows in the accompanying Proxy Statement.

Voting Your Shares:

Holders of Premier, Inc. Class A common stock, par value $0.01 per share (our "common stock"), at the close of business on our record date of October 4, 2023, are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

Your vote is important. Holders of common stock should vote in one of these ways:

	INTERNET			TELEPHONE
	Go to www.proxyvote.comand follow			Call toll-free1-800-690-6903 and follow
	the instructions. You will need to enter			the instructions. You will need to enter
the control number printed on your	the control number printed on your voting
	voting instructions or proxy card.			instructions or proxy card.

In addition, holders of common stock may vote online at the virtual Annual Meeting.

	MAIL
	Complete, sign, date and promptly return
your proxy card in the enclosed
	envelope.

For a period of at least 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be open for examination by any stockholder for any purpose germane to the meeting during regular business hours at our corporate headquarters, located at 13034 Ballantyne Corporate Place, Charlotte, North Carolina. To access the list of stockholders during the Annual Meeting, please visit www.virtualshareholdermeeting.com/PINC2023and enter the control number provided on your proxy card.

Our Annual Meeting can be accessed virtually via the Internet at: www.virtualshareholdermeeting.com/PINC2023.

To participate, you will need the 16-digit control number provided on your Notice of Internet Availability of

Proxy Materials or proxy card. Instructions on how to access the virtual Annual Meeting are set forth in the accompanying

proxy statement under "How can I virtually attend the Annual Meeting?"

Important Notice Regarding the Availability of Proxy Materials

For the Annual Meeting of Stockholders to be Held on December 1, 2023

Premier, Inc.'s proxy statement on Schedule 14A, form of proxy card and Annual Report on Form 10-K for the fiscal year ended June 30, 2023, are available at www.proxyvote.comafter entering the control number printed on your proxy card.

By order of the Board of Directors,

Sheila B. Goulding

Corporate Secretary

October 18, 2023

Table of Contents

Table of Contents

Proxy Summary	i
About Premier	i
Performance Highlights	ii
Item 1 - Election Of Directors	2
Directors Standing for Election	2
Other Directors Not Standing for Election at this Meeting	4
Board Skills And Diversity	7
Corporate Governance And Board Structure	9
Compensation Of Directors	28
Item 2 - Ratification Of Appointment Of Independent	32
Registered Public Accounting Firm
Appointment Of Ernst & Young LLP	32
Audit and Compliance Committee Pre-Approval of
Accounting Services	32
Principal Accounting Fees and Services	33
Compensation Discussion And Analysis	34
Section 1 - Executive Summary	35
Section 2 - Executive Compensation Principles And
Governance Practices	36
Section 3 - Elements Of Our Executive Compensation
Programs	41
Section 4 - Additional Compensation Practices And
Policies	54
Compensation Committee Interlocks And Insider	57
Participation
Compensation Committee Report	58
Compensation Tables	59
Employment Agreements	65
Potential Payments Upon Termination	66

CEO Pay Ratio	68
Pay Versus Performance	69
Security Ownership Of Certain Beneficial Owners And	74
Management
Executive Officers	76
Delinquent Section 16(a) Reports	78
Related Person Transactions	79
Report Of The Audit And Compliance Committee	80
Item 3 - Approval of the Premier, Inc. 2023 Equity	82
Incentive Plan
Description of the Premier, Inc. 2023 Equity Incentive Plan	83
Certain U.S. Federal Income Tax Consequences	86
New Plan Benefits	88
Equity Compensation Plan Information	89
Item 4 - Advisory Vote On Executive Compensation	90
Environmental, Social And Governance Matters	92
Frequently Asked Questions	96
Company Information And Mailing Address	102
Other Business	102
Annual Report On Form 10-K	102
Stockholder Proposals For 2024 Annual Meeting Of	103
Stockholders
Appendix A - Fiscal Year 2023 Performance-GAAP To	A-1
Non-GAAP Reconciliations
Appendix B - Premier, Inc. 2023 Equity Incentive	B-1
Plan

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PROXY SUMMARY

This summary highlights information about our Company and the 2023 Annual Meeting of Stockholders that is included elsewhere in the proxy statement. It does not contain all of the information you should consider before voting your shares. We encourage you to read the entire proxy statement before casting your vote.

Voting Recommendations of the Board

Items for Your Vote

FOR AGAINST  Page

1	The election of three Class I Directors to the Board of Directors to serve until our 2026 annual meeting	✔
of stockholders.
2	The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public	✔
accounting firm for our fiscal year 2024.
3	The approval of the Premier, Inc. 2023 Equity Incentive Plan.	✔
4	The approval, on an advisory basis, of the compensation of our named executive officers for the fiscal	✔
year ended June 30, 2023, as disclosed in the proxy statement pursuant to the compensation
	disclosure rules of the U.S. Securities and Exchange Commission.

2

32

82

90

ABOUT PREMIER

Premier at a Glance

Premier is a leading healthcare improvement company uniting an alliance of more than 4,350 U.S. hospitals and health systems and nearly 300,000 other providers and organizations to transform healthcare from the inside out - making it smarter, faster and better. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, we enable better healthcare and outcomes at lower costs. We play a critical role in the rapidly evolving healthcare industry, helping to shape everything from healthcare policy for populations to quality of life for patients. We do this by collaborating with our members and leveraging the power of our data and technology and consulting platform to co-develop innovative, long-term solutions that are reinventing and improving the way care is delivered to patients nationwide.

Committed to Making a Difference

Transforming healthcare is more than our vision - it's in our DNA. At Premier, we're dedicated to ensuring better healthcare and making a positive impact on society.

OUR VISION		OUR MISSION
Through the collaborative power of the Premier alliance,	To improve the health of communities
we will lead the transformation to high-quality,cost-effective
healthcare
	OUR VALUES
Innovation	Integrity	Passion for	Focus on People
Performance
Seeking breakthrough	Integrity of	A passion for performance and	Demonstrating respect for all,
opportunities,	the individual,	a bias for action,	and mutual commitment to the
taking risks	the enterprise and	creating real value	success of the
and initiating	the alliance	for all stakeholders	alliance, our employees,
meaningful change		and leading the pace	our business partners and
			the communities we serve
			2023 Proxy Statement	i

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PERFORMANCE HIGHLIGHTS

Fiscal 2023 Performance Highlights*

• Fiscal 2023 Net Revenue performance includes the impact of continued normalization of demand and pricing for personal protective equipment, or PPE, and other high demand supplies primarily due to the COVID-19 pandemic. See Appendix Afor the definitions of Non-GAAP Adjusted EBITDA and Non-GAAP EPS and reconciliations of these non-GAAP financial measures to their comparable GAAP measures.

Stockholder Say-on-Pay Vote

71.4% say-on-pay votes cast were votes "FOR" our executive compensation program in 2022

Our votes "FOR" our executive compensation program increased from fiscal 2021 to fiscal 2022. However, we always strive to increase the level of stockholder support. For that reason, we continue to actively engage with our stockholders to solicit input and better understand their perspectives regarding our executive compensation programs. Stockholder feedback is very important to us, and we continue to take measured and appropriate steps to enhance transparency and disclosures regarding executive compensation.

Based on stockholder feedback after our 2022 vote, effective in fiscal year 2024 we made an important change to adopt free cash flow as a financial metric for our Annual Incentive Plan, weighted equally with revenue and adjusted EBITDA (financial measures used in the fiscal year 2023 plan). As we continue our engagement with stockholders, we will continue to solicit further input and consider further changes to our compensation programs.

Please refer to the Compensation Discussion & Analysis section of this proxy statement for additional discussion of this topic.

ii 2023 Proxy Statement

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PROXY STATEMENT

The Board of Directors (the "Board" or the "Board of Directors") of Premier, Inc. (together with our consolidated subsidiaries, unless the context requires otherwise, "Premier", "we", "us", "our", or the "Company") is providing this proxy statement in connection with the Annual Meeting of Stockholders to be held on Friday, December 1, 2023, at 10:00 a.m., Eastern Time and at any adjournment or postponement thereof (the "Annual Meeting"). Stockholders holding shares of Class A common stock, par value $0.01 per share, of the Company (our "common stock") as of the close of business on October 4, 2023 (the "Record Date") are entitled to vote at the Annual Meeting. Proxy materials or a Notice of Internet Availability were first made available, sent, or given to the Company's stockholders on or about October 18, 2023.

2023 Proxy Statement

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ITEMS OF BUSINESS REQUIRING YOUR VOTE

ITEM 1 - ELECTION OF DIRECTORS

The current term of office for our Class I Directors expires at the Annual Meeting, while the term for our Class II Directors expires at the 2024 annual meeting and the term for our Class III Directors expires at the 2025 annual meeting. Upon unanimous recommendation by the Nominating and Governance Committee of the Board of Directors, the Board proposes that the following nominees be elected for new terms of three years and until their successors are duly elected and qualified as Class I Directors: John T. Bigalke, Helen M. Boudreau, and Marc D. Miller. Each nominee has consented to serve if elected, and each nominee is currently a member of our Board. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxy holders will vote for the substitute nominee designated by the Board.

	Board Recommendation
	The Board of Directors unanimously recommends a vote "FOR" the election of each of the Class I director-
	nominees.
Directors Standing for Election
Nominees to Serve as Class I Directors until the 2026 Annual Meeting

Age: 69

Director Since: 2019

Committee Memberships:

Audit and Compliance

Committee, Finance Committee,

and Nominating and

Governance Committee

Independent Director

John T. Bigalke

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

•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 Therapeutics, Inc. (formerly Progenity, Inc.), a NASDAQ-listed company

•Obtained a bachelor's degree from Clemson University and completed the Leadership Development Program at Columbia University Graduate School of Business and the Executive Leadership Program at the Wharton School of the University of Pennsylvania

•National Association of Corporate Directors "Board Leadership Fellow"

•CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute

•Lifetime member of the Florida Institute of Certified Public Accountants

Skills/Qualifications:

We believe Mr. Bigalke's qualifications to serve on our Board of Directors include his strong financial, corporate accounting, business development, risk management, and leadership experience and his service on the boards and audit committees at several privately held and publicly traded companies.

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ITEM 1 - ELECTION OF DIRECTORS

Age: 57

Director Since: 2020

Committee Membership: Audit and Compliance Committee, Compensation Committee and Member Agreement Review Committee (Chair)

Independent Director

Helen M. Boudreau

Experience:

•Retired

•Chief Operating Officer of the Bill & Melinda Gates Medical Research Institute, a nonprofit medical research organization, from June 2018 to June 2019

•Previously served as the Chief Financial Officer at each of Proteostasis Therapeutics, Inc., a NASDAQ-listed biopharmaceutical company, from July 2017 to June 2018, and FORMA Therapeutics, Inc., a privately held biotechnology company, from October 2014 to June 2017

•Prior experience includes executive positions with Novartis Corporation and Pfizer, Inc. and leadership roles with Pepsico/Yum! Brands, Inc., McKinsey & Company, Inc. and Bank of America Corporation

•Serves on the board of directors and as Chair of the Audit Committee and member of the Compensation Committee of Shattuck Labs, Inc., a NASDAQ-listed company

•Serves on the board of directors and as Chair of the Audit Committee of Rallybio Corporation, a NASDAQ-listed biotech company

•Serves on the board of directors and the Audit Committee of Cara Therapeutics, a NASDAQ-listed company

•Served on the board of directors and as chair of the Audit Committee and member of the Compensation Committee of Reunion Neuroscience (formerly Field Trip Health Ltd), a company formerly listed on the Toronto Stock Exchange and NASDAQ from 2020 to 2023

•Served on the board of directors and as chair of the Audit Committee of Evaxion Biotech, a NASDAQ-listed company, from 2020 to 2021 and on the board of directors and as Chair of the Audit Committee and member of the Compensation Committee for Proteostasis Therapeutics, Inc. from 2016 to 2017

•NACD Directorship Certified™ by the National Association of Corporate Directors

•Obtained a bachelor's degree from the University of Maryland and a Master of Business Administration from the University of Virginia Darden Graduate School of Business

•CERT Certificate in Cyber-Risk Oversight from the Carnegie Mellon University Software Engineering Institute and NACD

Skills/Qualifications:

We believe Ms. Boudreau's qualifications to serve on our Board of Directors include her strong financial background and broad understanding of the healthcare ecosystem through her work across multiple different healthcare and biopharmaceutical companies.

Age: 53

Director Since: 2015

Committee Membership:

Compensation Committee

(Chair) and Finance Committee

Independent Director

Marc D. Miller

Experience:

•Chief Executive Officer and President of Universal Health Services, Inc., a NYSE-listed company headquartered in King of Prussia, Pennsylvania, serving as CEO since 2021 and President since 2009

•Prior service in various executive roles and key positions with Universal Health Services, Central Montgomery Medical Center, Wellington Regional Medical Center, The George Washington University Hospital and Mayo Clinic

•Member of the board of directors of Universal Health Services, Inc. since 2006 and of the board of trustees of its affiliated entity Universal Health Realty Income Trust, a New York Stock Exchange ("NYSE")-listed company, since 2008

•Obtained a bachelor's degree from the University of Vermont and a Master of Business Administration with a concentration in healthcare management and finance from The Wharton School at the University of Pennsylvania

Skills/Qualifications:

We believe that Mr. Miller's qualifications to serve on our Board of Directors include his approximately 27 years of experience in the healthcare industry, his strong background in healthcare and healthcare management, his leadership experience serving in executive positions at large healthcare systems and his public company experience.

2023 Proxy Statement

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ITEM 1 - ELECTION OF DIRECTORS

Other Directors Not Standing for Election at this Meeting

Directors who will continue to serve after the 2023 Annual Meeting are:

Class II Directors with Terms Expiring at the 2024 Annual Meeting

Age: 66

Director Since: 2013

Committee Memberships:

Compensation Committee and

Nominating and Governance

Committee

Independent Director and Board Chair

Richard J. Statuto

Experience:

•Retired

•Chair of the Board of Directors of Premier from 2013 to August 2019 and from October 2023 to the present, and member of the board of directors of Premier and its predecessors since 2011

•Advisor to Bon Secours Mercy Health, primarily focused on strategic growth and innovation, from September 2018 through August 2019

•President and Chief Executive Officer of Bon Secours Health System from 2005 to September 2018

•Previously served as President and Chief Executive Officer of St. Joseph Health System

•Served on the boards of directors of the Catholic Medical Mission Board and the Innovation Institute

•Served as Chair of the board of directors of the Catholic Health Association and as Vice Chair of the board of directors of Christus Health System

•Obtained a bachelor's degree in chemical engineering from Vanderbilt University and a Master of Business Administration from Xavier University

Skills/Qualifications:

We believe Mr. Statuto's qualifications to serve on our Board of Directors include his approximately 36 years of experience in the healthcare industry, his strong background in healthcare and healthcare management, his leadership experience serving in executive positions at large healthcare systems and chairing a public company board through complex matters, and his marketing and branding experience.

Age: 69

Director Since: 2013

Committee Memberships:

Audit and Compliance

Committee (Chair) and Member

Agreement Review Committee

Independent Director

Ellen C. Wolf

Experience:

•Retired

•Previously served as Chief Financial Officer of American Water Works Company, Inc., the largest investor- owned U.S. water and wastewater company, as Senior Vice President and Chief Financial Officer of USEC, Inc. and as Vice President and Chief Financial Officer of American Water Works

•Former director of Connecticut Water, a NASDAQ-listed company, from 2015 until its sale in 2019, and former director and Chair of the audit committee of InfraREIT, L.L.C., a NYSE-listed company, from 2014 until its sale in 2019

•Former director of Airgas, Inc., a NYSE-listed company, and the Philadelphia Zoo

•Obtained a bachelor's degree from Duke University and a Master of Business Administration from the Wharton School of the University of Pennsylvania

Skills/Qualifications:

We believe that Ms. Wolf's qualifications to serve on our Board of Directors include her strong financial, corporate accounting, business development, risk management and leadership experience through her service in corporate senior executive positions and her prior service on the audit committees of other publicly traded and privately held companies.

4 2023 Proxy Statement