Omnicell (NASDAQ: OMCL) adds 1.6M equity plan shares, amends charter
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Omnicell, Inc. reported results of its 2026 Annual Meeting and related governance changes. Stockholders approved an amendment to the 2009 Equity Incentive Plan that adds 1,600,000 shares of common stock authorized for issuance under the plan, increasing the pool available for equity-based compensation.
Stockholders elected Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick as Class I directors to serve until the 2029 Annual Meeting. They also approved, on an advisory basis, named executive officer compensation, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.
The company amended its Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and to make minor non-substantive updates, following prior approval by the Board and stockholders.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.03, 5.07, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Additional equity plan shares: 1,600,000 shares
Director vote – Joanne B. Bauer: 32,947,330 for / 3,808,490 withheld
Director vote – Robin G. Seim: 33,423,635 for / 3,332,185 withheld
+5 more
8 metrics
Additional equity plan shares
1,600,000 shares
Added to Omnicell 2009 Equity Incentive Plan authorization
Director vote – Joanne B. Bauer
32,947,330 for / 3,808,490 withheld
Election as Class I director until 2029 Annual Meeting
Director vote – Robin G. Seim
33,423,635 for / 3,332,185 withheld
Election as Class I director until 2029 Annual Meeting
Director vote – Eileen J. Voynick
34,167,933 for / 2,587,887 withheld
Election as Class I director until 2029 Annual Meeting
Say-on-pay support
35,277,398 for
Advisory vote on named executive officer compensation
Equity plan amendment vote
35,182,712 for
Approval of Amended 2009 Equity Incentive Plan
Charter amendment vote
34,320,796 for
Approval of officer exculpation and updates
Auditor ratification vote
41,224,274 for
Ratification of Deloitte & Touche LLP for 2026
Key Terms
Equity Incentive Plan, exculpation from personal liability, broker non-votes, advisory vote, +2 more
6 terms
Equity Incentive Plan financial
"approved an amendment to the Company’s 2009 Equity Incentive Plan, as amended"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
exculpation from personal liability regulatory
"to provide exculpation from personal liability for certain officers as permitted by Delaware law"
broker non-votes financial
"Votes were cast as follows for the election of directors ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"The stockholders voted, on an advisory basis, to approve named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Certificate of Amendment regulatory
"by filing a Certificate of Amendment with the Secretary of State of Delaware"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
FAQ
What did Omnicell (OMCL) stockholders approve regarding the 2009 Equity Incentive Plan?
Stockholders approved an amendment to Omnicell’s 2009 Equity Incentive Plan adding 1,600,000 shares of common stock authorized for issuance. This expands the share pool available for future equity awards to employees and other eligible participants under the Amended 2009 Plan.
Which directors were elected at Omnicell (OMCL) 2026 Annual Meeting?
Omnicell stockholders elected Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick as Class I directors. They will serve on the Board until the 2029 Annual Meeting of Stockholders, or until their successors are elected and qualified or earlier resignation or removal.
How did Omnicell (OMCL) stockholders vote on executive compensation?
Stockholders approved named executive officer compensation in an advisory vote, with 35,277,398 shares voting for, 1,461,980 against and 16,442 abstaining. There were 4,704,566 broker non-votes, indicating broad but not unanimous support for Omnicell’s current executive pay programs.
What charter amendment did Omnicell (OMCL) adopt for officer liability?
Omnicell amended its Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law. The amendment also includes minor non-substantive updates and was approved by both the Board and stockholders.
Who is Omnicell’s (OMCL) independent auditor for the year ending December 31, 2026?
Omnicell stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification vote totaled 41,224,274 shares for, 206,940 against and 29,172 abstaining, reflecting strong support for the auditor selection.
What were the vote results for Omnicell’s (OMCL) equity plan amendment?
The amendment to Omnicell’s 2009 Equity Incentive Plan passed with 35,182,712 shares voting for, 1,472,716 against and 100,392 abstaining, plus 4,704,566 broker non-votes. This approval authorizes an additional 1,600,000 shares for issuance under the Amended 2009 Plan.