Document


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