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): May 24, 2016
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-33043 | 94-3166458 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | ||
590 East Middlefield Road
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
(650) 251-6100
(Registrant’s telephone number, including area code)
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:
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 5.07. Submission of Matters to a Vote of Security Holders
On May 24, 2016, Omnicell, Inc. (the “Company”) held its Annual Meeting of Stockholders at 2:30 p.m. local time at the Company’s headquarters located at 590 E. Middlefield Road, Mountain View, California 94043 (the “Annual Meeting”). As of March 28, 2016, the Company’s record date, there were a total of 35,880,196 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 34,399,591 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present. Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal 1- Election of Directors to Hold Office Until the 2019 Annual Meeting of Stockholders
Mr. James T. Judson, Mr. Gary S. Petersmeyer and Mr. Bruce D. Smith were elected to serve as members of the Company’s Board of Directors (the “Board”) for three year terms 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 | |||||
James T. Judson | 31,010,145 | 738,933 | 2,650,513 | ||||
Gary S. Petersmeyer | 29,431,094 | 2,317,984 | 2,650,513 | ||||
Bruce D. Smith | 30,924,161 | 824,917 | 2,650,513 | ||||
Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: Sara J. White, Joanne B. Bauer, Randy D. Lindholm, Randall A. Lipps, Mark W. Parrish and Vance B. Moore.
Proposal 2- Advisory Vote on Executive Compensation
The stockholders voted, on an advisory basis, to approve named executive officer compensation by the following vote:
For | Against | Abstain | Broker Non-Votes | ||||
31,492,116 | 226,496 | 30,466 | 2,650,513 | ||||
Proposal 3- Ratification of the Selection of the 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, 2016 by the following vote:
For | Against | Abstain | Broker Non-Votes | ||||
34,350,740 | 37,387 | 11,464 | 0 | ||||
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.
OMNICELL, INC. | ||
Dated: May 25, 2016 | By: | |
/s/ Dan S. Johnston | ||
Dan S. Johnston | ||
Executive Vice President and Chief Legal & Administrative Officer | ||