8-K current report · filed May 26, 2026

OMNICELL, INC. (OMCL) 8-K Current Report: May 26, 2026

Item 5.02Item 5.07Item 5.03OMCL overviewOriginal on SEC EDGAR

Short answer

OMNICELL, INC. (OMCL) filed an 8-K current report with the SEC on May 26, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Item 5.02 references officer and director changes, but the provided text contains no specific appointments, departures, or compensation terms.

OMNICELL, INC. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Item 5.02 references officer and director changes, but the provided text contains no specific appointments, departures, or compensation terms
  • Omnicell’s 2009 Equity Incentive Plan amendment may affect future equity awards and employee compensation

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Certificate of Amendment adopted, formally changing Omnicell’s governing charter
  • Full amendment text in Exhibit 3.1 determines the specific shareholder-rights and governance impacts

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • Three Class I directors elected through 2029: Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick
  • Executive compensation approved on advisory basis, with 35,277,398 votes for
  • Equity plan amended to authorize 1,600,000 additional common shares, increasing potential dilution
  • Officer liability exculpation amendment approved, strengthening protections permitted under Delaware law
  • Deloitte & Touche LLP ratified as independent auditor for fiscal 2026, with 41,224,274 votes for

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