Owens & Minor Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2024 at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Owens & Minor, Inc. (the “Company”), the shareholders approved Amendment No. 1 (the “Amendment”) to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”). The description of the Amendment included in the Company's proxy statement filed with the Securities and Exchange Commission on March 27, 2024 is incorporated herein by reference.
Under the terms of the 2023 Plan, as amended by the Amendment, the Board of Directors (the “Board”) has authorized the Our People & Culture Committee of the Board to grant equity and other incentive awards to employees, non-employee directors and consultants. Each equity grant made pursuant thereto will be evidenced by an agreement between the Company and the person named therein.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting on May 9, 2024, the matters described below were voted upon and approved as indicated. There were 76,598,351 shares of common stock entitled to vote at the meeting and 70,719,273 shares were voted in person or by proxy (approximately 92.32% of shares entitled to vote).
(1) | Election of nine directors, each for a one-year term, as follows: |
Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Mark A. Beck | 66,891,207 | 684,202 | 30,087 | 3,113,777 |
Gwendolyn M. Bingham | 66,827,630 | 753,451 | 24,415 | 3,113,777 |
Kenneth Gardner-Smith | 67,076,877 | 496,810 | 31,809 | 3,113,777 |
Robert J. Henkel | 67,012,152 | 560,864 | 32,480 | 3,113,777 |
Rita F. Johnson-Mills | 66,918,229 | 661,973 | 25,294 | 3,113,777 |
Stephen W. Klemash | 67,347,354 | 208,945 | 49,197 | 3,113,777 |
Teresa L. Kline | 67,234,485 | 345,544 | 25,467 | 3,113,777 |
Edward A. Pesicka | 67,351,295 | 220,911 | 33,290 | 3,113,777 |
Carissa L. Rollins | 67,234,922 | 345,316 | 25,258 | 3,113,777 |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
69,207,654 | 1,471,594 | 40,025 | - |
(3) | Approval of Amendment No. 1 to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan, as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
64,181,423 | 3,371,256 | 52,817 | 3,113,777 |
(4) | Advisory vote to approve the compensation of our named executive officers as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
66,163,767 | 1,381,531 | 60,198 | 3,113,777 |
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 thereunto duly authorized.
OWENS & MINOR, INC. | ||||
Date: May 10, 2024 | By: | /s/ Heath H. Galloway | ||
Name: |
| Heath H. Galloway | ||
Title: | Executive Vice President, General Counsel and Corporate Secretary |