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): July 22, 2017
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 22, 2017, at a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of Omnicell, Inc. (the “Company”), the Committee approved 2017 annualized base salaries for the Company’s executive officers as set forth in the table below. The foregoing increases reflect the only base salary increases received by the Company’s executive officers for 2017, and are effective as of June 26, 2017. In addition, the Committee approved an increase in Mr. Kuipers’ annual bonus target from 70% of his base salary to 90% of his base salary, effective as of June 26, 2017.
The Committee has historically made decisions regarding executive compensation, including changes to the executive officers’ base salaries, during February, however, as previously disclosed by the Company on a Current Report on Form 8-K, at its meeting held on February 8, 2017, the Committee determined not to change the executive officers’ annualized base salaries from the salaries then in effect at that time.
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Name | | Title | | 2017
Annualized
Base Salary | 2017
Bonus Target (Percentage of
Base Salary) |
Randall A. Lipps | | Chairman, President and Chief Executive Officer | | $ | 680,000 | 125 | % |
Peter J. Kuipers | | Executive Vice President and Chief Financial Officer | | $ | 390,000 | 90 | % |
J. Christopher Drew | | President, North American Automation | | $ | 390,000 | 90 | % |
Robin G. Seim | | President, Global Automation and Medication Adherence | | $ | 390,000 | 90 | % |
Nhat Ngo | | Executive Vice President, Strategy and Business Development | | $ | 325,000 | 90 | % |
Dan S. Johnston | | Executive Vice President and Chief Legal and Administrative Officer | | $ | 310,000 | 90 | % |
Jorge Taborga | | Executive Vice President, Engineering | | $ | 300,000 | 90 | % |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number | | Description |
10.1 | | 2017 Executive Officer Annual Base Salaries |
SIGNATURE
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.
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| OMNICELL, INC. |
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Dated: July 25, 2017 | By: | /s/ Dan S. Johnston |
| | Dan S. Johnston |
| | Executive Vice President and Chief Legal and Administrative Officer |
INDEX TO EXHIBITS
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Exhibit
Number | | Description |
10.1 | | 2017 Executive Officer Annual Base Salaries |
Exhibit 10.1
2017 Executive Officer Annualized Base Salaries
Effective June 26, 2017, the annualized base salaries for Omnicell’s executive officers are as follows:
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Name | | Title | | 2017
Annualized
Base Salary | |
Randall A. Lipps | | Chairman, President and Chief Executive Officer | | $ | 680,000 | |
Peter J. Kuipers | | Executive Vice President and Chief Financial Officer | | $ | 390,000 | |
J. Christopher Drew | | President, North American Automation | | $ | 390,000 | |
Robin G. Seim | | President, Global Automation and Medication Adherence | | $ | 390,000 | |
Nhat Ngo | | Executive Vice President, Strategy and Business Development | | $ | 325,000 | |
Dan S. Johnston | | Executive Vice President and Chief Legal and Administrative Officer | | $ | 310,000 | |
Jorge Taborga | | Executive Vice President, Engineering | | $ | 300,000 | |