Omnicell, Inc. Announces 2024 Annual Meeting of Stockholders on May 21, 2024

TL;DR

<b>Omnicell, Inc. will hold its virtual Annual Meeting of Stockholders on May 21, 2024, to elect directors, vote on executive compensation, approve an equity incentive plan amendment, and ratify auditor selection.</b>

AI Summary

OMNICELL, INC. (OMCL) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Omnicell, Inc. will hold its 2024 Annual Meeting of Stockholders on May 21, 2024, at 9:00 a.m. Pacific Time. The meeting will be conducted virtually via live audio webcast, with online access beginning at 8:45 a.m. Pacific Time. Key agenda items include the election of three Class II directors, an advisory vote on executive compensation, and approval of the Omnicell, Inc. 2009 Equity Incentive Plan. The plan amendment seeks to add 2,462,000 shares to the common stock authorized for issuance. Deloitte & Touche LLP is proposed for ratification as the independent registered public accounting firm for the year ending December 31, 2024.

Why It Matters

For investors and stakeholders tracking OMNICELL, INC., this filing contains several important signals. Stockholders have the opportunity to vote on the election of directors and the company's executive compensation practices, directly influencing corporate governance. The proposed amendment to the 2009 Equity Incentive Plan could impact future equity awards and shareholder dilution, requiring careful consideration.

Risk Assessment

Risk Level: low — OMNICELL, INC. shows low risk based on this filing. This filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic changes, indicating low immediate risk.

Analyst Insight

Stockholders should review the proposals regarding director elections, executive compensation, and the equity incentive plan amendment before the May 21, 2024 meeting.

Key Numbers

• May 21, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders.)
• 9:00 a.m. Pacific Time — Meeting Start Time (Scheduled start time for the virtual Annual Meeting.)
• 8:45 a.m. Pacific Time — Online Access Start Time (Time when online access for the virtual meeting begins.)
• 3 — Directors to be Elected (Number of Class II directors to be elected.)
• 2027 — Director Term End Year (Year the elected directors' terms will end.)
• 2,462,000 — Additional Shares for Equity Plan (Number of shares to be added to the 2009 Equity Incentive Plan.)

Key Players & Entities

• OMNICELL, INC. (company) — Registrant and filer of the proxy statement.
• Deloitte & Touche LLP (company) — Proposed independent registered public accounting firm.
• May 21, 2024 (date) — Date of the Annual Meeting of Stockholders.
• 2027 Annual Meeting of Stockholders (date) — Term for elected Class II directors.
• 2009 Equity Incentive Plan (plan) — Plan to be approved and amended.
• 2,462,000 (dollar_amount) — Additional shares to be added to the equity incentive plan.
• December 31, 2024 (date) — Fiscal year end for which Deloitte & Touche LLP is proposed as auditor.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings, including timely filing and accurate disclosure.
• Virtual Meeting Format [low — operational]: Conducting the annual meeting virtually may present challenges in ensuring all stockholders can access and participate effectively.
• Equity Incentive Plan Amendment [low — financial]: The approval of additional shares for the equity incentive plan could lead to future dilution, impacting the value of existing shares.

Filing Documents

• tm242545d2_def14a.htm (DEF 14A) — 1752KB
• bc_directors-bw.jpg (GRAPHIC) — 70KB
• pc_tenure-bw.jpg (GRAPHIC) — 22KB
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• lc_ebitda-bw.jpg (GRAPHIC) — 66KB
• lc_ttlshrholret-bw.jpg (GRAPHIC) — 63KB
• lc_netincome-bw.jpg (GRAPHIC) — 64KB
• px_24omnipxy01pg01-bwlr.jpg (GRAPHIC) — 248KB
• px_24omnipxy01pg02-bw.jpg (GRAPHIC) — 234KB
• 0001104659-24-043646.txt (&nbsp;) — 5344KB
• omcl-20231231.xsd (EX-101.SCH) — 9KB
• omcl-20231231_def.xml (EX-101.DEF) — 7KB
• omcl-20231231_lab.xml (EX-101.LAB) — 31KB
• omcl-20231231_pre.xml (EX-101.PRE) — 6KB
• tm242545d2_def14a_htm.xml (XML) — 312KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 25 PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 25 Compensation Discussion and Analysis 26 Executive Transitions 26 Executive Summary 26

Executive Compensation-Setting Process

Executive Compensation-Setting Process 31 Elements of Compensation and 2023 Determinations 32 Compensation Committee Report 44

Executive Compensation Tables

Executive Compensation Tables 45 Summary Compensation Table 45 Grants of Plan-Based Awards 47 Outstanding Equity Awards at Fiscal Year End 49 Option Exercises and Stock Vested 50 i TABLE OF CONTENTS Page Severance and Change of Control Arrangements 50 Potential Payments Upon Termination or Change of Control 52 Risk Analysis of Our Compensation Plans 53 CEO Pay Ratio 54 Pay Versus Performance 55 EQUITY PLAN INFORMATION 60 PROPOSAL NO. 3: APPROVAL OF 2009 EQUITY INCENTIVE PLAN, AS AMENDED 60 Equity Compensation Plan Information 73 STOCK OWNERSHIP 74

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 74 Delinquent Section 16(a) Reports 75 AUDIT MATTERS 76 PROPOSAL NO. 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 76 Report of the Audit Committee of the Board of Directors 77 ADDITIONAL INFORMATION 78 Householding Of Proxy Materials 78 Other Matters 78 APPENDIX A: 2009 EQUITY INCENTIVE PLAN A-1 ii TABLE OF CONTENTS OMNICELL, INC. 4220 North Freeway Fort Worth, Texas 76137 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2024 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? The Company has sent you this proxy statement and the enclosed proxy card because the Board of Directors (the "Board") of Omnicell, Inc. ("Omnicell," the "Company," "our," "us," or "we") is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the "Annual Meeting"). You are invited to attend the Annual Meeting via live audio webcast to vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or the Internet. The Company intends to mail this proxy statement and accompanying proxy card on or about April 11, 2024, to all stockholders of record entitled to vote at the Annual Meeting. Who can vote at the Annual Meeting? Only stockholders of record at the close of business on March 28, 2024, will be entitled to vote at the Annual Meeting. On the record date, there were 45,923,492 shares of common stock outstanding and entitled to vote. Stockholder of Record: Shares Registered in Your Name If on March 28, 2024, your shares were registered directly in your name with Omnicell's transfer agent, Computershare Trust Company, N.A. ("Com

View Full Filing

View this DEF 14A filing on SEC EDGAR