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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): June 30, 2026
OMNICELL,
INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
000-33043 |
|
94-3166458 |
(State
or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
4220
North Freeway
Fort
Worth, TX 76137
(Address of principal executive
offices, including zip code)
(877)
415-9990
(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 June 30, 2026, the
Board of Directors (“Board”) of Omnicell, Inc. (“Omnicell” or the “Company”) appointed Mr. Nnamdi
Njoku to serve as President of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer
of the Company. A press release announcing the appointment and promotion of Mr. Njoku as President of the Company is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In his role as President and
Chief Operating Officer, Mr. Njoku will shape and advance Omnicell’s long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking
to ensure seamless operational execution and excellence across product, innovation, and customer experience. In
connection with Mr. Njoku’s promotion, the Company’s President, Chief Executive Officer and Chairman of the Board, Randall
A. Lipps, stepped down from his role as President of the Company. Mr. Lipps will continue to serve as Chief Executive Officer and
Chairman of the Board, and there will be no compensation changes in connection with Mr. Lipps’ transitioning President duties
to Mr. Njoku. Mr. Njoku will continue to report to Mr. Lipps.
Before being appointed as
President and Chief Operating Officer of Omnicell, Mr. Njoku, age 49, served as Executive Vice President and Chief Operating Officer
of the Company from October 2024 until June 2026. Prior to joining Omnicell, Mr. Njoku served as President – Sports
Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader,
from March 2023 to September 2024. From April 2022 to March 2023, Mr. Njoku served as Senior Vice President &
President – Neuromodulation at Medtronic, Inc., a subsidiary of Medtronic plc, a leading global healthcare technology company
(“Medtronic”). Prior to that, he served as President – Mechanical Circulatory Support from August 2019 to March 2022,
as Vice President & General Manager – Transformative Solutions from February 2018 to August 2019 and as Vice
President, Surgical Synergy from September 2017 to October 2018 at Medtronic. From August 2005 to August 2017, Mr. Njoku
held executive operational roles of increasing responsibility at Medtronic. Prior to Medtronic, Mr. Njoku served in operational roles
of increasing responsibility at UnitedHealth Group and Deloitte Consulting. Mr. Njoku received a Bachelor of Arts degree in business
administration from the University of St. Thomas and an MBA from Cornell University.
There are no arrangements
or understandings between Mr. Njoku and any other persons pursuant to which he was appointed as President. There are no family relationships
between Mr. Njoku and any director or executive officer of the Company, and Mr. Njoku has no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment
and promotion to President and Chief Operating Officer, the Compensation Committee of the Board approved a one-time equity award, subject
to the terms and conditions of the Company's 2009 Equity Incentive Plan and applicable award agreement, for Mr. Njoku with a target
grant date value of approximately $500,000 in the form of restricted stock units, one-third (1/3) of which will vest following the one-year
anniversary of the grant date and the remaining two-thirds (2/3) will vest in equal amounts on the two- and three-year anniversaries of
the grant date, respectively. In his role as President and Chief Operating Officer of the Company, Mr. Njoku’s annual base
salary for 2026 is unchanged and remains $661,000 per annum and his target cash bonus for 2026 remains 100% of his annual base salary.
Mr. Njoku will remain
eligible to participate in the Company’s Executive Bonus Plan, Executive Severance Plan and other compensation and benefit arrangements
applicable to similarly situated executive officers, including certain perquisites and indemnification protections. Descriptions of the
material terms of such arrangements are incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on April 13, 2026 (the “Definitive Proxy Statement”), as may be
applicable. The foregoing descriptions are qualified in their entirety by reference to the Definitive Proxy Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description of Document |
| 99.1 |
|
Press Release entitled “Nnamdi Njoku Appointed President of Omnicell” dated July 1, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. |
| |
|
| |
/s/ Corey J. Manley |
| Date: July 1, 2026 |
Corey
J. Manley |
| |
Executive Vice President and Chief Legal and Administrative
Officer |
Exhibit 99.1

Contact:
Betsy Martinelli
Director, Corporate Marketing
betsy.martinelli@omnicell.com
Nnamdi Njoku Appointed President of Omnicell
Njoku continues to lead global operations and
advance Omnicell's innovation and AI platform strategy; Randall Lipps continues to serve as Chief Executive Officer and Chairman of the
Board
Fort Worth, Texas – July 1,
2026 – Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell” or the “Company”), a leading healthcare
technology provider focused on empowering autonomous medication management, today announced that Nnamdi Njoku has been appointed President
of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer (COO), while Randall Lipps
will continue to serve as Chief Executive Officer and Chairman of the Board, with a continued focus on strategic collaborations and the
long-term evolution of Omnicell's solution portfolio.
As President and COO, Mr. Njoku will shape and advance Omnicell’s
long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking to ensure seamless operational execution
and excellence across product, innovation, and customer experience. In this role, he will also continue to drive key business initiatives
including the launch of the Omnicell Titan XT automated dispensing system and expansion of the cloud-native OmniSphere platform.
“Since joining Omnicell in 2024, Nnamdi has made a significant
strategic impact on the Company, working to strengthen our operational foundation, shape our strategic direction and organizational design,
and build strong relationships with our customers and the investment community,” said Mr. Lipps. “Nnamdi is a proven
leader who brings clarity, discipline, and precision to our efforts to scale our business and accelerate momentum for our strategy. This
appointment reflects a natural evolution of our leadership structure and allows me to be laser-focused on strategic customer and industry
relationships, the evolution of our solution offerings, and our long-term vision.”
Prior to joining Omnicell, Mr. Njoku served more than 18 years
in various executive leadership roles at Medtronic plc, including serving as Senior Vice President and President for the Neuromodulation
Operating Unit, an approximately $2 billion business focused on harnessing the power of neuromodulation to treat conditions like pain
and movement disorders. Throughout his career, Mr. Njoku has held operational roles of increasing responsibility, including at Zimmer
Biomet Holdings, Inc., Medtronic, plc, UnitedHealth Group and Deloitte Consulting.
“As care delivery grows more distributed and complex, and financial
and operational pressures intensify, we believe healthcare leaders need a trusted partner focused on delivering the innovation and intelligence
that drives real outcomes,” said Mr. Njoku. “I’m excited to lead Omnicell through our next planned phase of growth
as we strive to scale the business and execute on our strategy to transform our customers’ clinical and operational performance.”
Mr. Njoku holds a Master of Business Administration from Cornell
University and a Bachelor of Arts degree in Business Administration from the University of St. Thomas. He is a Fellow of the fourth class
of Aspen Institute’s Health Innovators Fellowship and a member of the Aspen Global Leadership Network, recognitions that focus on
advancing leadership in health innovation.
About Omnicell
Since 1992, Omnicell has been committed to delivering
innovative, outcomes-centric pharmacy and nursing solutions for all settings of care. As an intelligent medication management technology
company, Omnicell empowers autonomous medication management by unifying automation and AI-enabled intelligence, optimized by expert services,
to drive clinical and business outcomes that improve efficiency and enhance patient safety for healthcare facilities worldwide. Learn
more at omnicell.com.
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. Without limiting the foregoing, statements including the words “expect,”
“intend,” “may,” “will,” “should,” “would,” “could,” “plan,”
“potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,”
“goals,” “target,” “estimate,” “seek,” “predict,” “project,” and
similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to the occurrence of many
events outside Omnicell’s control. Such statements include, but are not limited to, Omnicell’s ability to deliver innovation
and intelligence that drives real outcomes, scale our business, and execute our strategy, as well as other statements about Omnicell’s
strategy, plans, objectives, promise, purpose and guiding principles, and goals. 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, (i) unfavorable general economic and market conditions, including the
impact and duration of inflationary pressures, (ii) Omnicell’s ability to recruit and retain skilled and motivated personnel,
(iii) risks related to Omnicell’s investments in new business strategies or initiatives, including its transition to selling
more products and services on a subscription basis, and its ability to acquire companies, businesses, or technologies and successfully
integrate such acquisitions, (iv) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize
new solutions and enhance existing solutions, and (v) other risks and uncertainties further described in the “Risk Factors”
section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished
to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should
be considered in light of these risks and uncertainties. Investors and others 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 assumes
no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed
or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise,
except as required by law.