UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2014



Omnicare, Inc.
 
(Exact name of Registrant as specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

 
 
1-8269
31-1001351
(Commission File Number)
(I.R.S. Employer Identification No.)

900 Omnicare Center
201 East 4th Street
Cincinnati, Ohio 45202
(Address of Principal Executive Offices, Including Zip Code)

(513) 719-2600
(Registrant's telephone number, including area code)

Not applicable
(Former name and former address, if changed since last report)

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):

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

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

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

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







Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
(e) On May 22, 2014, the stockholders of Omnicare, Inc. (the "Company") approved the adoption of the Omnicare, Inc. 2014 Stock & Incentive Plan (the "Plan"). The Plan became effective on May 22, 2014 upon such approval. A summary of the Plan is set forth in the Company's Proxy Statement dated April 18, 2014 and is incorporated by reference herein. The summary is subject to and qualified in its entirety by reference to the full text of the Plan, which is attached to the Proxy Statement as Appendix B.

Item 5.07.    Submission of Matters to a Vote of Security Holders
On May 22, 2014, the Company held its Annual Meeting of Stockholders for which the Board of Directors solicited proxies. At the Annual Meeting, the stockholders of the Company (1) elected nine directors to serve on the Board of Directors until the Annual Meeting of Stockholders in 2015, (2) ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the 2014 fiscal year, (3) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement, (4) approved the Plan, and (5) re-approved the performance criteria under the Company's Annual Incentive Plan for Senior Executive Officers.
The final voting results are set forth below:
 
 
Shares Voted
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Election of Directors:
 
 
 
 
 
 
 
 
 
 
 
 
John L. Bernbach
 
85,491,035

 
 
382,886

 
 
275,451

 
 
3,254,263

 
James G. Carlson
 
85,694,664

 
 
189,154

 
 
265,554

 
 
3,254,263

 
Mark A. Emmert
 
85,495,037

 
 
388,605

 
 
265,730

 
 
3,254,263

 
Steven J. Heyer
 
85,189,001

 
 
700,304

 
 
260,067

 
 
3,254,263

 
Sam R. Leno
 
85,678,827

 
 
215,183

 
 
255,362

 
 
3,254,263

 
Barry P. Schochet
 
85,670,905

 
 
220,390

 
 
258,077

 
 
3,254,263

 
James D. Shelton
 
85,642,914

 
 
281,370

 
 
225,088

 
 
3,254,263

 
Amy Wallman
 
85,637,002

 
 
266,272

 
 
246,098

 
 
3,254,263

 
John L. Workman
 
85,679,199

 
 
224,928

 
 
245,245

 
 
3,254,263

 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Non-binding advisory approval of the compensation of the named executive officers as disclosed in the proxy statement:
 
81,477,765

 
 
4,335,728

 
 
335,879

 
 
3,254,263

 
 
 
For
 
Against
 
Abstentions
 
 
Ratification of the independent auditors:
 
88,788,059

 
 
395,226

 
 
220,350

 
 
 
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Adoption of the 2014 Stock & Incentive Plan:
 
83,264,664

 
 
2,594,396

 
 
290,312

 
 
3,254,263

 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
Re-approval of the performance criteria under the Annual Incentive Plan for Senior Executive Officers:
 
84,384,991

 
 
1,467,899

 
 
296,482

 
 
3,254,263

 





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Omnicare, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OMNICARE, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Alexander M. Kayne
 
 
 
 
 
 
Name: Alexander M. Kayne
 
 
 
 
 
 
Title:   Senior Vice President, General Counsel and Secretary

Dated:  May 22, 2014