Omnicell Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of three Class I directors (Joanne B. Bauer, Robin G. Seim, Eileen J. Voynick) to hold office until the 2029 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve named executive officer compensation as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s 2025 executive compensation, including the CD&A, summary compensation table and related disclosures. Management seeks approval to demonstrate stockholder support for pay practices emphasizing pay-for-performance: large proportions of at-risk compensation, performance-based cash bonuses tied to non-GAAP EBITDA, revenue and ARR targets, and a mix of time-based RSUs and performance-based PSUs. The Board explains why these elements align executives with long-term stockholder value, citing peer benchmarking, retention objectives, and a 50/50 PSU/RSU equity mix, along with discretionary severance and clawback policies. The board recommends a “FOR” vote, noting prior strong stockholder support (~95% in 2025) and indicating the vote will be considered in future compensation decisions, though it is advisory and non-binding.

3. 3

   Approval of 2009 Equity Incentive Plan, as amended

   ManagementBoard: FOR

   Approve an amendment to the Omnicell, Inc. 2009 Equity Incentive Plan to increase share reserve by 1,600,000 shares and modify Full Value Award depletion ratio to 1.62 shares per share issued (effective April 1, 2026).

   More detail

   Management requests shareholder approval to amend the company’s long-standing 2009 Equity Incentive Plan by adding 1.6 million shares to the plan reserve and changing the Full Value Award share counting (depletion) ratio to 1.62 shares per share issued for awards granted on or after April 1, 2026 (with a fallback of 1.8 if stockholders do not approve). The company argues the increase is necessary to support recruiting, retention, and long-term incentive grants through early 2028 based on current burn rates and equity practices. The Amended Plan maintains anti-repricing protections, minimum vesting practices, clawback language, and customary change-in-control provisions, while preserving flexibility to issue a mix of options and “full value” awards (RSUs, PSUs). The Board emphasizes governance safeguards — stockholder approval required for material amendments, no evergreen, anti-repricing provisions, and dilution metrics disclosure — and frames the request as reasonable given historical grant levels and current equity plan usage. The Board unanimously recommends a “FOR” vote, positioning the plan as central to pay-for-performance and retention strategy while noting that approval will increase available shares and alter share accounting to better reflect expected award economics.

4. 4

   Approval of Certificate of Incorporation Amendment to add officer exculpation and minor updates

   ManagementBoard: FOR

   Approve amendment to the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make minor non-substantive updates (registered agent/address).

   More detail

   This management proposal asks shareholders to approve an amendment to the certificate of incorporation to extend limited exculpation (monetary damage protection) to certain officers to the fullest extent permitted under Delaware law (Section 102(b)(7)). Management frames this as updating charter provisions to align with post-2022 Delaware law changes that permit officer exculpation, intended to reduce litigation and insurance costs and to help attract and retain qualified officers. Importantly, the amendment would not shield officers from liability for breaches of loyalty, bad faith acts, intentional misconduct, knowing violations of law, receipt of improper personal benefits, or claims brought by the company itself. The Board considered governance tradeoffs, concluding the limited exculpation balances accountability with competitive officer recruiting, and unanimously recommends a “FOR” vote.

5. 5

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Upcoming shareholder meetings at Omnicell Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Omnicell Inc 2026 annual meeting?

Omnicell Inc (OMCL) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Omnicell Inc 2026 meeting?

The record date for the Omnicell Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Omnicell Inc's 2026 meeting?

The board is presenting 1 director nominee at the Omnicell Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Omnicell Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Omnicell Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.