{"schema_version":"secwatch.filing_event.v1","accession":"0000926326-25-000026","form_type":"8-K","ticker":"OMCL","cik":"0000926326","company_name":"OMNICELL, INC.","filed_at":"2025-10-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.643579+00:00","generated_at":"2026-05-17T04:41:23.993064+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"Omnicell adopts amended bylaws with enhanced stockholder nomination and proposal procedures","bullets":["Board adopted fourth amended and restated bylaws effective September 30, 2025.","Enhanced disclosure requirements for stockholder director nominations and proposals (excluding Rule 14a-8).","Addresses Rule 14a-19 requirements and clarifies personal jurisdiction consent.","Includes ministerial and conforming updates."],"urls":{"canonical":"https://secwatch.observer/filing/0000926326-25-000026","json":"https://secwatch.observer/filing/0000926326-25-000026.json","markdown":"https://secwatch.observer/filing/0000926326-25-000026.md","text":"https://secwatch.observer/filing/0000926326-25-000026.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/926326/000092632625000026/0000926326-25-000026-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/926326/000092632625000026/omcl-20250930.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:41:23.993064+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a4f2dfb075a4e184e49de597c57494a058080ef7","claim":"OMNICELL, INC.: Omnicell, Inc. adopted the fourth amended and restated bylaws on September 30, 2025, effective immediately, with changes to stockholder nomination procedures, disclosure requirements, personal jurisdiction provision, and other updates (effective 2025-09-30).","evidence_excerpt":"On September 30, 2025, in connection with a periodic review of the bylaws of Omnicell, Inc. (the “ Company ”), the Company’s board of directors adopted the fourth amended and restated bylaws of the Company (the “ Fourth Amended and Restated Bylaws ”), effective immediately. Among other things, the amendments effected by the Fourth Amended and Restated Bylaws: • Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) made in connection with annual and special meetings of stockholders, including requiring additional disclosures from nominating or proposing stockholders, proposed nominees and, if the nominating or proposing stockholder is not a natural person, the natural person(s) associated with such stockholder responsible","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/926326/000092632625000026/0000926326-25-000026-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-09-30"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}