Omnicell Appoints New Chief Legal Officer

TL;DR

Omnicell names Carol Burt as new CLO, effective May 20th.

AI Summary

Omnicell, Inc. announced on May 21, 2024, the appointment of Carol J. Burt as Chief Legal Officer and General Counsel, effective May 20, 2024. Burt previously served as Senior Vice President, Deputy General Counsel, and Corporate Secretary at Catalent, Inc. The company also reported on the election of new directors and the approval of an amendment to its 2023 Equity Incentive Plan.

Why It Matters

The appointment of a new Chief Legal Officer can signal strategic shifts or a focus on compliance and governance within the company.

Risk Assessment

Risk Level: low — This filing primarily concerns executive appointments and routine corporate governance matters, with no immediate financial risks indicated.

Key Players & Entities

• Omnicell, Inc. (company) — Registrant
• Carol J. Burt (person) — Appointed Chief Legal Officer and General Counsel
• May 21, 2024 (date) — Date of Report
• May 20, 2024 (date) — Effective date of appointment
• Catalent, Inc. (company) — Previous employer of Carol J. Burt

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value OMCL NASDAQ Global Select M

Filing Documents

• tm2415378d1_8k.htm (8-K) — 36KB
• 0001104659-24-065130.txt ( ) — 205KB
• omcl-20240521.xsd (EX-101.SCH) — 3KB
• omcl-20240521_lab.xml (EX-101.LAB) — 33KB
• omcl-20240521_pre.xml (EX-101.PRE) — 22KB
• tm2415378d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain

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 2024 Annual Meeting of Stockholders of Omnicell, Inc. (the "Company") held on May 21, 2024 (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 2,462,000 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 4, 2024 (the "Proxy Statement"), and the full text of the Amended 2009 Plan was attached to the Proxy 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.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On May 21, 2024, the Company held its Annual Meeting. Four 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 II Directors to Hold Office Until the 2027 Annual Meeting of Stockholders Randall A. Lipps, Mark W. Parrish, and Kaushik "Bobby" Ghoshal were elected to serve as members of the Company's Board of Directors (the "Board") until the 2027 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 Randall A. Lipps 37,921,247 1,789,535 3,262,642 Mark W. Parrish 37,851,331 1,859,451 3,262,642 Kaushik "Bobby" Ghoshal 39,322,781 388,001 3,262,642 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 36,936,934 2,652,637 121,211 3,262,642 Proposal No. 3: Approval of 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 2,462,000 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 37,299,075 2,288,231 123,476 3,262,642 Proposal No. 4: 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, 2024 by the following vote: For Against A

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description of Document 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. 2024 Annual Meeting of Stockholders held May 21, 2024 (File No. 000-33043)). 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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 24, 2024 /s/ Corey J. Manley Corey J. Manley, Executive Vice President and Chief Legal and Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR