Omnicell (OMCL) tightens shareholder nomination and proposal rules

Rhea-AI Filing Summary

Omnicell, Inc. filed an 8-K to report that its board of directors adopted the company’s Fourth Amended and Restated Bylaws, effective September 30, 2025. The updated bylaws refine how shareholders can nominate directors and submit proposals at annual and special meetings, adding more detailed disclosure requirements for nominating or proposing shareholders, their nominees, and any individuals behind entity shareholders. The revisions also address matters related to Rule 14a-19 of the Exchange Act, clarify the company’s forum and personal jurisdiction provisions for certain lawsuits, and make various ministerial and conforming changes.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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):  September 30, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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 for the decision to propose the business or nomination;

•Address certain additional matters relating to Rule 14a-19 under the Exchange Act;

•Clarify certain details in the existing personal jurisdiction provision relating to consent to jurisdiction in the forum in which certain lawsuits filed against the Company may be brought; and

•Make various other updates, including ministerial and conforming changes.

The foregoing summary of the amendments effected by the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Exhibit Description
3.1						Fourth Amended and Restated Bylaws of Omnicell, Inc., dated September 30, 2025
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.
Date: October 6, 2025			/s/ Corey J. Manley
			Corey J. Manley
			Executive Vice President and Chief Legal and Administrative Officer

FAQ

What did Omnicell (OMCL) change in its bylaws on September 30, 2025?

Omnicell’s board adopted Fourth Amended and Restated Bylaws that update procedures for shareholder director nominations and proposals, address Rule 14a-19 matters, refine jurisdiction provisions, and make other conforming changes.

How do the new Omnicell bylaws affect shareholder director nominations?

The bylaws enhance procedural mechanics and disclosure requirements for shareholder director nominations, including additional information about nominating shareholders, proposed nominees, and individuals behind entity shareholders.

Do Omnicell’s amended bylaws change how stockholder proposals are submitted?

Yes. For proposals made at annual and special meetings (other than Rule 14a-8 proxy proposals), the amendments impose expanded disclosure requirements on proposing shareholders and related persons.

What is the relevance of Rule 14a-19 in Omnicell’s updated bylaws?

The Fourth Amended and Restated Bylaws include provisions that specifically address additional matters relating to Rule 14a-19 under the Exchange Act, which governs certain proxy solicitation practices.

How did Omnicell revise its forum and jurisdiction provisions?

The amended bylaws clarify details in the existing personal jurisdiction provision, including consent to jurisdiction in the forum where certain lawsuits against Omnicell may be brought.

Where can investors find the full text of Omnicell’s Fourth Amended and Restated Bylaws?

The complete text of the Fourth Amended and Restated Bylaws is filed as Exhibit 3.1 to the 8-K and incorporated by reference.