Omnicell Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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 2026 Annual Meeting of Stockholders of Omnicell, Inc. (the “Company”) held on May 19, 2026 (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 1,600,000 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 13, 2026 (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 20, 2026, the Company amended the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates (the “Amendment”) by filing a Certificate of Amendment with the Secretary of State of Delaware. The Amendment was previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval, and was approved by the Company’s stockholders at the Company’s Annual Meeting. A more complete description of the Amendment is set forth in Proposal 4 contained in the Company’s Proxy Statement. Each of that description and the foregoing summary of the Amendment and the Certificate of Amendment as set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 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 19, 2026, the Company held its Annual Meeting. Five 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 I Directors to Hold Office Until the 2029 Annual Meeting of Stockholders
Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick were elected to serve as members of the Company’s Board until the 2029 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 | ||||
| Joanne B. Bauer | 32,947,330 | 3,808,490 | 4,704,566 | |||
| Robin G. Seim | 33,423,635 | 3,332,185 | 4,704,566 | |||
| Eileen J. Voynick | 34,167,933 | 2,587,887 | 4,704,566 |
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 | |||
| 35,277,398 | 1,461,980 | 16,442 | 4,704,566 |
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 1,600,000 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 | |||
| 35,182,712 | 1,472,716 | 100,392 | 4,704,566 |
Proposal No. 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation
The stockholders voted to approve the Amendment, to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates, by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 34,320,796 | 2,419,140 | 15,884 | 4,704,566 |
Proposal No. 5: 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, 2026 by the following vote:
| For | Against | Abstain | ||
| 41,224,274 | 206,940 | 29,172 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description of Document | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Omnicell, Inc. | |
| 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. 2026 Annual Meeting of Stockholders held May 19, 2026 (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 26, 2026 | /s/ Corey J. Manley |
| Corey J. Manley | |
| Executive Vice President and Chief Legal and Administrative Officer |