OMCL Omnicell Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 21, 2024

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-33043		94-3166458
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

 

(877) 415-9990

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		OMCL		NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Amendment to the Omnicell, Inc. 2009 Equity Incentive Plan

 

As described below under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders of Omnicell, Inc. (the “Company”) held on May 21, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s 2009 Equity Incentive Plan, as amended (as amended, the “Amended 2009 Plan”), which, among other items, added an additional 2,462,000 shares to the number of shares of common stock authorized for issuance under the Amended 2009 Plan.

 

The Amended 2009 Plan is described in detail in Proposal No. 3 in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 4, 2024 (the “Proxy Statement”), and the full text of the Amended 2009 Plan was attached to the Proxy Statement as Appendix A. The description of the Amended 2009 Plan set forth above is a summary only and is qualified in its entirety by reference to the full text of the Amended 2009 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On May 21, 2024, the Company held its Annual Meeting. Four items of business, which were described in detail in the Proxy Statement, were acted upon by the stockholders at the Annual Meeting. The final voting results regarding each proposal are set forth below.

 

Proposal No. 1: Election of Three Class II Directors to Hold Office Until the 2027 Annual Meeting of Stockholders

 

Randall A. Lipps, Mark W. Parrish, and Kaushik “Bobby” Ghoshal were elected to serve as members of the Company’s Board of Directors (the “Board”) until the 2027 Annual Meeting of Stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal.

 

Votes were cast as follows for the election of directors:

 

		For		Withheld		Broker Non-Votes
Randall A. Lipps		37,921,247		1,789,535		3,262,642
Mark W. Parrish		37,851,331		1,859,451		3,262,642
Kaushik “Bobby” Ghoshal		39,322,781		388,001		3,262,642

 

Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation

 

The stockholders voted, on an advisory basis, to approve named executive officer compensation by the following vote:

 

For		Against		Abstain		Broker Non-Votes
36,936,934		2,652,637		121,211		3,262,642

 

 

Proposal No. 3: Approval of the Omnicell, Inc. 2009 Equity Incentive Plan, as Amended

 

The stockholders voted to approve the Amended 2009 Plan to, among other items, add an additional 2,462,000 shares to the number of shares of Common Stock authorized for issuance under the Amended 2009 Plan, by the following vote:

 

For		Against		Abstain		Broker Non-Votes
37,299,075		2,288,231		123,476		3,262,642

 

Proposal No. 4: Ratification of the Selection of Independent Registered Public Accounting Firm

 

The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 by the following vote:

 

For		Against		Abstain		Broker Non-Votes
42,662,967		257,698		52,759		0

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number	Description of Document
10.1	Omnicell, Inc. 2009 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to Omnicell, Inc.’s definitive proxy statement on Schedule 14A for the Omnicell, Inc. 2024 Annual Meeting of Stockholders held May 21, 2024 (File No. 000-33043)).
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	OMNICELL, INC.
Date: May 24, 2024	/s/ Corey J. Manley
	Corey J. Manley,
	Executive Vice President and Chief Legal and Administrative Officer

 

 

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Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity File Number	000-33043
Entity Registrant Name	OMNICELL, INC.
Entity Central Index Key	0000926326
Entity Tax Identification Number	94-3166458
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4220 North Freeway
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76137
City Area Code	877
Local Phone Number	415-9990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OMCL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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