Omnicell Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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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 2025 Annual Meeting of Stockholders of Omnicell, Inc. (the “Company”) held on May 21, 2025 (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 1,750,000 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 3, 2025 (the “Proxy Statement”), and the full text of the Amended 2009 Plan is 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, 2025, 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 III Directors to Hold Office Until the 2028 Annual Meeting of Stockholders
Edward P. Bousa, Mary Garrett, and Bruce E. Scott were elected to serve as members of the Company’s Board of Directors (the “Board”) until the 2028 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 | ||||
| Edward P. Bousa | 35,421,552 | 2,264,612 | 4,279,972 | |||
| Mary Garrett | 34,722,222 | 2,963,942 | 4,279,972 | |||
| Bruce E. Scott | 34,114,987 | 3,571,177 | 4,279,972 |
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 | |||
| 35,780,985 | 1,724,508 | 180,671 | 4,279,972 |
Proposal No. 3: Approval of an Amendment to 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 1,750,000 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 | |||
| 35,600,671 | 1,915,066 | 170,427 | 4,279,972 |
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, 2025 by the following vote:
| For | Against | Abstain | ||
| 41,527,276 | 166,260 | 272,600 |
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. 2025 Annual Meeting of Stockholders held May 21, 2025 (File No. 000-33043))* | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
* Indicates a management contract, compensation plan, or arrangement.
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 23, 2025 | /s/ Corey J. Manley |
| Corey J. Manley | |
| Executive Vice President and Chief Legal and Administrative Officer |