Independent
Tenure on this board
12.5 yrs
1 nominee · 5 ballot items.
Election of three Class I directors; advisory vote on executive compensation (say-on-pay); approval of amendment to 2009 Equity Incentive Plan to add 1,600,000 shares; approval of amendment to Certificate of Incorporation to add officer exculpation and minor updates; ratification of Deloitte as independent auditor.
Election of three Class I directors (Joanne B. Bauer, Robin G. Seim, Eileen J. Voynick) to hold office until the 2029 Annual Meeting.
Non-binding advisory vote to approve named executive officer compensation as disclosed in the proxy statement.
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.
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).
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.
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).
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.
Ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.93% | 4,971,124 | $166M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.07% | 3,214,766 | $107M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.16% | 2,346,944 | $78M |
| 4 | MILLENNIUM MANAGEMENT LLC | 5.03% | 2,288,570 | $76M |
| 5 | STATE STREET CORP | 4.29% | 1,950,539 | $65M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 1,934,517 | $65M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 3.99% | 1,814,969 | $61M |
| 8 | BlackRock, Inc. | 3.24% | 1,475,081 | $49M |
| 9 | LAZARD ASSET MANAGEMENT LLC | 3.23% | 1,470,074 | $49M |
| 10 | Sumitomo Mitsui Trust Group, Inc. | 3.10% | 1,410,865 | $47M |
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