8-K
OMNICELL, INC. (OMCL)
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 7, 2021
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-33043 | 94-3166458 |
|---|---|---|
| (State or other jurisdiction of <br>incorporation) | (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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
|---|---|---|---|---|---|
| Common Stock, $0.001 par value | OMCL | NASDAQ Global Select Market | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
| --- | --- | ||||
| Emerging growth company | ☐ | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 7, 2021, the Board of Directors (the “Board”) of Omnicell, Inc. (the “Company”) increased the size of the Board from nine (9) to ten (10) members and elected Edward Peter Bousa to serve as a member of the Board. Mr. Bousa was elected as a Class III director with a term expiring at the 2022 Annual Meeting of Stockholders. Mr. Bousa will serve as an independent director and a member of the Board’s Corporate Governance Committee.
Mr. Bousa’s compensation will be consistent with that provided to all of the Company’s non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 8, 2021, except that, subsequent to the date of the proxy statement, the Board approved modifications to the initial award for non-employee directors. Pursuant to such changes, Mr. Bousa will receive an initial award of restricted stock valued at $160,000 as of the grant date, which will vest in full in one year.
There are not any transactions or relationships between the Company and Mr. Bousa that would require disclosure pursuant to Item 404 of Regulation S-K.
A copy of the press release announcing the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press Release issued by the Company on July 12, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| OMNICELL, INC. | |
|---|---|
| Date: July 12, 2021 | /s/ Dan S. Johnston |
| Dan S. Johnston | |
| Executive Vice President and Chief Legal & Administrative Officer |
Document
Exhibit 99.1
Omnicell Appoints Edward Bousa to Board of Directors
7/12/2021
MOUNTAIN VIEW, Calif. – (BUSINESS WIRE) – Omnicell, Inc. (Nasdaq:OMCL), a leading provider of medication management solutions and adherence tools for health systems and pharmacies, today announced it has increased its number of board seats from 9 to 10, and has appointed Edward P. Bousa to fill the newest seat of the Company’s Board of Directors effective immediately. Mr. Bousa will serve as an independent director and as a member of the Board’s Corporate Governance Committee.
Mr. Bousa was a renowned value portfolio manager who brings nearly four decades of experience in institutional asset management, including 20 years at Wellington Management Company, a leading investment management firm. Prior to his retirement in 2020, Mr. Bousa led an equity team managing funds with $130 billion in combined equity and fixed income assets, including the Vanguard Wellington Fund, across a range of sectors, including healthcare. Under his leadership, funds ranked in the top decile or quartile of the Lipper Rating System for 3, 5, 10 and 15-year periods, and the Vanguard Wellington Fund achieved Five Star Morningstar status over each of his last 16 years. Mr. Bousa served on Wellington’s Executive Committee during the Great Recession and played a strong role in the firm’s resilience during this challenging period. More recently, he was a vocal advocate for advancing the firm’s significant Environmental, Social, and Governance (ESG) initiatives. Prior to Wellington, he served as Vice President and Portfolio Manager at Putnam Investments and as Portfolio Manager at Fidelity Investments.
“We are pleased to welcome Ed to the Omnicell Board of Directors,” said Randall Lipps, Chairman, President, Chief Executive Officer, and Founder of Omnicell. “With decades of proven leadership in the financial community and as an early proponent of ESG initiatives, Ed’s experience complements and strengthens our Board. We look forward to benefitting from Ed’s unique perspective and independent viewpoint as we work to advance the Autonomous Pharmacy and deliver on our mission to improve health outcomes and increase efficiencies within the markets we address.”
The addition of Mr. Bousa to Omnicell’s Board is part of the Board’s ongoing refreshment process, which has resulted in the addition of two highly qualified new directors since 2019. With Mr. Bousa’s appointment, Omnicell’s Board now includes 8 independent directors, including a Lead Independent Director. Collectively, Omnicell’s directors bring a broad range of skills and experience that enhance the Board’s ability to effectively fulfill its governance and oversight responsibilities.
“I am delighted to be joining the Omnicell Board at such an exciting time for the Company,” said Mr. Bousa. “Omnicell is a mission-driven organization that is transforming the pharmacy care delivery model and is recognized as a leader in medication management. I look forward to working with my fellow directors and the management team to help Omnicell continue to create long-term value for all of its stakeholders.”
About Omnicell
Since 1992, Omnicell has been committed to transforming the pharmacy care delivery model to dramatically improve outcomes and lower costs. Through the vision of the autonomous pharmacy, a combination of automation, intelligence, and technology-enabled services, powered by a cloud data platform, Omnicell supports more efficient ways to manage medications across all care settings. Over 7,000 facilities worldwide use Omnicell automation and analytics solutions to help increase operational efficiency, reduce medication errors, deliver actionable intelligence, and improve patient safety. More than 50,000 institutional and retail pharmacies across North America and the United Kingdom leverage Omnicell's innovative medication adherence and population health solutions to improve patient engagement and adherence to prescriptions, helping to reduce costly hospital readmissions. To learn more, visit www.omnicell.com.
From time to time, Omnicell may use the Company's investor relations site and other online social media channels, including its Twitter handle www.twitter.com/omnicell, LinkedIn page www.linkedin.com/company/omnicell, and Facebook page www.facebook.com/omnicellinc, to disclose material non-public information and comply with its disclosure obligations under Regulation Fair Disclosure (“FD”).
Omnicell is a registered trademark and the Omnicell logo is a trademark of Omnicell, Inc. in the United States and other countries.
Forward-Looking Statements
To the extent any statements contained in this press release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results and other events may differ significantly from those contemplated by forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, those described in the Risk Factors section of Omnicell’s most recent annual report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission. Forward-looking statements should be considered in light of these risks and uncertainties. Investors are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. Omnicell undertakes no obligation to update such statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.
Kathleen Nemeth
Omnicell, Inc.
650-435-3318
Kathleen.Nemeth@omnicell.com
Source: Omnicell, Inc.