OWENS & MINOR INC/VA/ false 0000075252 0000075252 2024-09-23 2024-09-23

 

 

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): September 23, 2024

 

 

OWENS & MINOR, INC.

(Exact name of Registrant as specified in charter)

 

 

 

Virginia   001-09810   54-1701843
(State or other jurisdiction
of incorporation)		   (Commission
file number)		   (I.R.S. employer
identification no.)

 

9120 Lockwood Blvd.,    
Mechanicsville, Virginia     23116
(Address of principal executive offices)     (Zip code)

 

Post Office Box 27626,    
Richmond, Virginia     23261-7626
(Mailing address of principal executive offices)     (Zip code)

Registrant’s telephone number, including area code (804) 723-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $2 par value per share   OMI   New York Stock Exchange

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 (see General Instruction A.2. below):

 

☐

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))

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.

Appointment of Jonathan A. Leon as Executive Vice President, Chief Financial Officer

On September 23, 2024, Owens & Minor, Inc. (the “Company”) announced that Jonathan A. Leon, age 58, has been appointed Executive Vice President, Chief Financial Officer of the Company, effective September 23, 2024. Mr. Leon joined the Company in January of 2017 serving as Vice President, Treasurer, responsible for global treasury, corporate development, taxation, and investor relations, and in May of 2018, he was named Senior Vice President, Corporate Treasurer. Mr. Leon also served as the Company’s interim Chief Financial Officer since June 21, 2024. Prior to joining the Company, from 2008 to 2017, Mr. Leon worked for the Brinks Company, a provider of cash and valuables management, digital retail solutions, and ATM management services, where he served as Treasurer. Mr. Leon received his bachelor’s degree in finance from the University of Connecticut.

In consideration of his service as Executive Vice President, Chief Financial Officer, Mr. Leon will be paid an annualized base salary of $550,000 and will be eligible for a target annual cash bonus under the Company’s 2024 Annual Incentive Plan equal to $298,431. Beginning in 2025, Mr. Leon will also be eligible for an annual equity award with a target grant date fair value of $1,500,000. As consideration for his role as Executive Vice President, Chief Financial Officer, Mr. Leon will also receive a one-time equity award in the form of time-based restricted stock units with a grant date fair value of $650,000. Mr. Leon will be covered by the Company’s Officer Severance Policy dated May 7, 2018 (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023) and will enter into an Executive Change in Control Severance Agreement in substantially the form filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Except for the arrangements described in this Current Report on Form 8-K, Mr. Leon is not a party to any transaction, and there is no currently proposed transaction with Mr. Leon, that is required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Leon and any of the Company’s directors or executive officers. Mr. Leon is not a party to any arrangement or understanding regarding his selection as an officer.

A copy of the press release announcing Mr. Leon’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1    Press Release issued by the Company on September 23, 2024, announcing the appointment of Jonathan A. Leon
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURE

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

Date: September 23, 2024

 

OWENS & MINOR, INC.
By:  

/s/ Heath Galloway

Name:   Heath Galloway
Title:   Executive Vice President, General Counsel
and Corporate Secretary

Exhibit 99.1

Owens & Minor Names Jonathan Leon Executive Vice President, Chief Financial Officer

RICHMOND, VA —September 23, 2024 — Owens & Minor, Inc. (NYSE: OMI), announced today that Mr. Jonathan Leon has been named Executive Vice President, Chief Financial Officer, effective immediately. Leon will maintain his corporate treasurer responsibilities while a search for his successor is underway. Mr. Leon has been with the Company since 2017, most recently serving as Interim Chief Financial Officer and Corporate Treasurer since June 2024. He will report directly to Mr. Edward Pesicka, President and Chief Executive Officer of Owens & Minor.

Mr. Leon brings more than 25 years of corporate finance, treasury and strategy experience to the role. Previously, he served as Senior Vice President and Corporate Treasurer at the Company, leading its financial operations since 2017. He was also involved in the Company’s investor relations, corporate finance, mergers and acquisitions, and corporate development efforts.

“After a comprehensive process, the Board and I unanimously agreed that Jon is the ideal candidate to serve as Owens & Minor’s next Chief Financial Officer. His extensive knowledge of the healthcare sector, financial acumen, established relationships with investors, and proven leadership capabilities will be invaluable as we continue our progress toward achieving our long-term goals outlined at our recent Investor Day,” said Mr. Pesicka.

Before joining Owens & Minor, Mr. Leon spent 18 years at The Brink’s Company, where he served as Treasurer and in several related investor relations and corporate finance roles. Mr. Leon earned a B.S. in Finance from the University of Connecticut.

About Owens & Minor

Owens & Minor, Inc. (NYSE: OMI) is a Fortune 500 global healthcare solutions company providing essential products and services that support care from the hospital to the home. For over 100 years, Owens & Minor and its affiliated brands, Apria®, Byram® and HALYARD*, have helped to make each day better for the patients, providers, and communities we serve. Powered by more than 20,000 teammates worldwide, Owens & Minor delivers comfort and confidence behind the scenes so healthcare stays at the forefront. Owens & Minor exists because every day, everywhere, Life Takes Care™. For more information about Owens & Minor and our affiliated brands, visit owens-minor.com or follow us on LinkedIn and Instagram.

CONTACT:

Investors

Alpha IR Group

Jackie Marcus or Nick Teves

OMI@alpha-ir.com

Media

Stacy Law

media@owens-minor.com

OMI-CORP

OMI-IR

SOURCE: Owens & Minor

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Sep. 23, 2024
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Entity Registrant Name OWENS & MINOR INC/VA/
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Entity Central Index Key 0000075252
Document Type 8-K
Document Period End Date Sep. 23, 2024
Entity Incorporation State Country Code VA
Entity File Number 001-09810
Entity Tax Identification Number 54-1701843
Entity Address, Address Line One 9120 Lockwood Blvd.
Entity Address, City or Town Mechanicsville
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23116
City Area Code 804
Local Phone Number 723-7000
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Security Exchange Name NYSE
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Pre Commencement Tender Offer false
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