Option Care Health (OPCH) holders back board, auditor and pay at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Option Care Health, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders elected nine director nominees, each receiving over 143 million votes in favor, with additional broker non-votes recorded on each item.
Stockholders also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 149,076,945 votes for and 1,132,306 against. In a separate non-binding advisory vote, stockholders approved the company’s executive officer compensation, with 141,106,639 votes for and 4,192,721 against.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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
Votes for auditor ratification: 149,076,945 votes
Votes against auditor ratification: 1,132,306 votes
Votes for say-on-pay: 141,106,639 votes
+5 more
8 metrics
Votes for auditor ratification
149,076,945 votes
Ratification of KPMG LLP for year ending December 31, 2026
Votes against auditor ratification
1,132,306 votes
Ratification of KPMG LLP for year ending December 31, 2026
Votes for say-on-pay
141,106,639 votes
Non-binding advisory approval of executive officer compensation
Votes against say-on-pay
4,192,721 votes
Non-binding advisory approval of executive officer compensation
Broker non-votes on say-on-pay
4,896,808 votes
Non-binding advisory approval of executive officer compensation
Director Bierbower votes for
144,879,269 votes
Election of Elizabeth D. Bierbower as director
Director Rademacher votes for
144,875,849 votes
Election of John C. Rademacher as director
Annual meeting date
May 20, 2026
2026 Annual Meeting of Stockholders held by Option Care Health, Inc.
Key Terms
broker non-votes, independent registered public accounting firm, non-binding advisory approval, emerging growth company
4 terms
broker non-votes financial
"Broker Non-Votes Elizabeth D. Bierbower | 144,879,269 | 486,536 | 4,896,808"
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.
independent registered public accounting firm financial
"ratified the selection of KPMG LLP as 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.
non-binding advisory approval financial
"approved the compensation of the Company’s executive officers on a non-binding advisory basis"
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices)
(312 ) 940-2443
(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)) | |||||
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)Option Care Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on May 20, 2026 (the “Annual Meeting”).
(b)The stockholders (1) elected all of the Company’s nominees for director, (2) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and (3) approved the compensation of the Company’s executive officers on a non-binding advisory basis.
The final voting results on each of the matters submitted to a vote are as follows:
1.Election of nine directors for a term expiring at the next annual meeting of stockholders of the Company or until their successors are elected and qualified:
| Name | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Elizabeth D. Bierbower | 144,879,269 | 486,536 | 4,896,808 | |||||||||||||||||
| Barbara W. Bodem | 143,405,603 | 1,956,202 | 4,896,808 | |||||||||||||||||
| Eric K. Brandt | 144,424,670 | 937,135 | 4,896,808 | |||||||||||||||||
| Natasha Deckmann | 143,404,452 | 1,957,353 | 4,896,808 | |||||||||||||||||
| Harry M. Jansen Kraemer, Jr. | 143,185,681 | 2,176,124 | 4,896,808 | |||||||||||||||||
| R. Carter Pate | 143,554,952 | 1,806,853 | 4,896,808 | |||||||||||||||||
| John C. Rademacher | 144,875,849 | 485,956 | 4,896,808 | |||||||||||||||||
| Timothy Sullivan | 144,864,640 | 497,165 | 4,896,808 | |||||||||||||||||
| Norman L. Wright | 143,377,704 | 1,984,101 | 4,896,808 | |||||||||||||||||
2.Ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 149,076,945 | 1,132,306 | 49,362 | N/A | |||||||||||||||||
3.Non-binding advisory approval of executive officer compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 141,106,639 | 4,192,721 | 62,445 | 4,896,808 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Option Care Health, Inc. | |||||||||||
| Date: | May 22, 2026 | By: | /s/ Meenal Sethna | ||||||||
| Meenal Sethna | |||||||||||
| Chief Financial Officer | |||||||||||
FAQ
What did Option Care Health (OPCH) stockholders approve at the 2026 annual meeting?
Option Care Health stockholders elected nine directors, ratified KPMG LLP as independent auditor for 2026, and approved executive officer compensation on a non-binding advisory basis. Each proposal received strong support based on the reported vote totals and broker non-votes.
How did Option Care Health (OPCH) stockholders vote on director elections in 2026?
Stockholders elected nine directors, with each nominee receiving more than 143 million votes for and less than 2.2 million votes withheld. Broker non-votes of 4,896,808 were recorded for each director, indicating broad support for the full board slate.
Was KPMG LLP ratified as Option Care Health’s independent auditor for 2026?
Yes. Stockholders ratified KPMG LLP as Option Care Health’s independent registered public accounting firm for the year ending December 31, 2026, with 149,076,945 votes for, 1,132,306 votes against, and 49,362 abstentions reported in the voting results.
How many broker non-votes were reported at Option Care Health’s 2026 annual meeting?
Broker non-votes totaled 4,896,808 on the director elections and the non-binding advisory vote on executive compensation. For the auditor ratification proposal, broker non-votes were listed as not applicable, because that item typically permits discretionary voting by brokers.