8-K
filed May 26, 2026, 4:40 PM ET
ticker OMCL
CIK 0000926326
other material
confidence high
sentiment neutral
materiality 0.50
Omnicell shareholders approve 1.6M share increase to equity plan and officer exculpation amendment
OMNICELL, INC.
- Stockholders approved amendment to 2009 Equity Incentive Plan adding 1,600,000 shares (35.2M for, 1.5M against).
- Approved certificate amendment to exculpate certain officers from personal liability as permitted by Delaware law.
- Elected three Class I directors: Joanne B. Bauer, Robin G. Seim, Eileen J. Voynick for terms until 2029.
- Advisory say-on-pay vote passed with 35.3M for, 1.5M against; ratification of Deloitte & Touche as auditor for FY2026 also approved.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OMNICELL, INC.: Certificate of Incorporation amended to provide officer exculpation under Delaware law and make minor non-substantive updates (effective 2026-05-20).
- Change
- charter amendment
- Effective
- 2026-05-20
Exact text from the filing
On May 20, 2026, the Company amended the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
OMNICELL, INC. shareholders approved Election of Three Class I Directors at the 2026-05-19 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
Proposal No. 1: Election of Three Class I Directors to Hold Office Until the 2029 Annual Meeting of Stockholders
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
OMNICELL, INC. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2026-05-19 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
Proposal No. 5: Ratification of the Selection of Independent Registered Public Accounting Firm
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
OMNICELL, INC. shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation at the 2026-05-19 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
Proposal No. 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
OMNICELL, INC. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-19 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
OMNICELL, INC. shareholders approved Approval of an Amendment to the Omnicell, Inc. 2009 Equity Incentive Plan, as Amended at the 2026-05-19 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
Proposal No. 3: Approval of an Amendment to the Omnicell, Inc. 2009 Equity Incentive Plan, as Amended
View on SEC.gov
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