--- schema_version: "secwatch.filing_event.v1" accession: "0000926326-23-000020" form_type: "8-K" ticker: "OMCL" cik: "0000926326" company_name: "OMNICELL, INC." filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:52:40.183325+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Omnicell stockholders approve 3M share addition to ESPP and 1.6M to equity plan ## Summary - Elected three Class I directors: Joanne B. Bauer, Robin G. Seim, Sara J. White. - Approved amendment to 1997 ESPP adding 3,000,000 shares authorized for issuance. - Approved amendment to 2009 Equity Incentive Plan adding 1,600,000 shares authorized. - Advisory vote on say-on-pay frequency: stockholders favored annual frequency; board adopts annual. - Ratified Deloitte & Touche as independent auditor for FY 2023. ## SEC filing metadata - accession: 0000926326-23-000020 - form_type: 8-K - ticker: OMCL - cik: 0000926326 - company_name: OMNICELL, INC. - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/omcl-20230523.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000926326-23-000020 - JSON: https://secwatch.observer/filing/0000926326-23-000020.json - Plain text: https://secwatch.observer/filing/0000926326-23-000020.txt ## Key facts - Shareholder Votes OMNICELL, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: The stockholders voted, on an advisory basis, to approve named executive officer compensation by the following vote: For Against Abstain Broker Non-Votes 36,372,761 3,621,541 36,343 2,474,223 evidence_url: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm - Shareholder Votes OMNICELL, INC. shareholders approved Approval of an Amendment to the 2009 Equity Incentive Plan at the 2023-05-23 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-23 source text: The stockholders voted to approve the Amended 2009 Plan to, among other items, add an additional 1,600,000 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 36,535,849 3,452,733 42,063 2,474,223 evidence_url: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm - Shareholder Votes OMNICELL, INC. shareholders approved Approval of an Amendment to the 1997 Employee Stock Purchase Plan at the 2023-05-23 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-23 source text: The stockholders voted to approve the Amended ESPP to add an additional 3,000,000 shares to the number of shares of Common Stock authorized for issuance under the Amended ESPP, by the following vote: For Against Abstain Broker Non-Votes 39,815,957 195,400 19,288 2,474,223 evidence_url: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm - Shareholder Votes OMNICELL, INC. shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by the following vote: For Against Abstain Broker Non-Votes 42,254,722 225,326 24,820 0 evidence_url: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm - Shareholder Votes OMNICELL, INC. shareholders approved Advisory Vote on Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation at the 2023-05-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-23 source text: The stockholders voted, on an advisory basis, to approve the frequency of future advisory votes to approve named executive officer compensation by the following vote: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 38,603,995 32,059 1,362,162 32,429 2,474,223 evidence_url: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm - Shareholder Votes OMNICELL, INC. shareholders approved Election of Three Class I Directors to Hold Office Until the 2026 Annual Meeting of Stockholders at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: Joanne B. Bauer, Robin G. Seim, and Sara J. White were elected to serve as members of the Company’s Board of Directors (the “Board”) until the 2026 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 Joanne B. Bauer 37,960,016 2,070,629 2,474,223 Robin G. Seim 19,395,791 20,634,854 2,474,223 Sara J. White 35,205,714 4,824,931 2,474,223 evidence_url: https://www.sec.gov/Archives/edgar/data/926326/000092632623000020/0000926326-23-000020-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.