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 23, 2017

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 23, 2017, 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 27, 2017, the Company’s record date, there were a total of 37,119,044 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,419,183 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present. Four 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 2020 Annual Meeting of Stockholders
 
Ms. Sara J. White and Ms. Joanne B. Bauer 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
 
 
Sara J. White
 
 
32,181,439
 
660,620
 
2,577,124
 
Joanne B. Bauer
 
 
32,401,791
 
440,268
 
2,577,124
 
 
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: Randall A. Lipps, Mark W. Parrish, Vance B. Moore, James T. Judson, Gary S. Petersmeyer and Bruce D. Smith.
 
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 
 
32,554,296
 
258,203
 
29,560
 
2,577,124
 
 
 Proposal 3- Advisory Vote on Frequency of Solicitation of Advisory Vote on Executive Compensation

The stockholders voted, on an advisory basis, to approve the frequency of solicitation of advisory votes to approve named executive officer compensation by the following vote:
 
1 Year


2 Years

3 Years
 
Abstain


Broker Non-Votes
 
28,102,455
 
27,996
4,681,116
 
30,492
 
2,577,124
 





Proposal 4- 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, 2017 by the following vote:
 
 
 
 
 
 
 
 
For
 
 
 
Against
 
 
 
Abstain
 
 
 
Broker Non-Votes
 
 
35,237,798
 
162,629
 
18,756
 
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 24, 2017
 
By:
 
 
 
 
 
 
 
/s/ Dan S. Johnston
 
 
 
 
Dan S. Johnston 
 
 
 
 
Executive Vice President and Chief Legal & Administrative Officer