OMCL Omnicell, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment to the Omnicell, Inc. 2009 Equity
Incentive Plan

As described below under
Item 5.07 of this Current Report on Form 8-K, at the 2026 Annual Meeting of Stockholders of Omnicell,
Inc. (the “Company”) held on May 19, 2026 (the “Annual Meeting”) , the Company’s stockholders approved
an amendment to the Company’s 2009 Equity Incentive Plan, as amended (as amended, the “Amended 2009 Plan”), which,
among other items, added an additional 1,600,000 shares to the number of shares of common stock authorized for issuance under the Amended
2009 Plan.

The Amended 2009 Plan is
described in detail in Proposal No. 3 in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities
and Exchange Commission on April 13, 2026 (the “Proxy Statement”), and the full text of the Amended 2009 Plan is attached
to the Proxy Statement as Appendix A. The description of the Amended 2009 Plan set forth above is a summary only and is qualified in
its entirety by reference to the full text of the Amended 2009 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.

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

On May 20, 2026, the Company amended 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 certain other minor, non-substantive updates (the “Amendment”) by filing a Certificate of Amendment
with the Secretary of State of Delaware. The Amendment was previously approved by the Company’s Board of Directors (the “Board”),
subject to stockholder approval, and was approved by the Company’s stockholders at the Company’s Annual Meeting. A more complete
description of the Amendment is set forth in Proposal 4 contained in the Company’s Proxy Statement. Each of that description and
the foregoing summary of the Amendment and the Certificate of Amendment as set forth under this Item 5.03 does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by reference.

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

On May 19, 2026, the Company
held its Annual Meeting. Five items of business, which were described in detail in the Proxy Statement, were acted upon by the stockholders
at the Annual Meeting. The final voting results regarding each proposal are set forth below.

Proposal No. 1: Election of Three Class I Directors to Hold Office
Until the 2029 Annual Meeting of Stockholders

Joanne B. Bauer, Robin G.
Seim and Eileen J. Voynick were elected to serve as members of the Company’s Board until the 2029 Annual Meeting of Stockholders
and until their respective successors shall be elected and qualified or until their earlier resignation or removal.

Votes were cast as follows
for the election of directors:

For

Withheld

Broker Non-Votes

Joanne B. Bauer

32,947,330

3,808,490

4,704,566

Robin G. Seim

33,423,635

3,332,185

4,704,566

Eileen J. Voynick

34,167,933

2,587,887

4,704,566

Proposal No. 2: Advisory Vote to Approve Named Executive Officer
Compensation

The stockholders voted, on
an advisory basis, to approve named executive officer compensation by the following vote:

For

Against

Abstain

Broker Non-Votes

35,277,398

1,461,980

16,442

4,704,566

Proposal No. 3: Approval of an Amendment to the Omnicell, Inc.
2009 Equity Incentive Plan, as Amended

The stockholders voted to
approve the Amended 2009 Plan to, among other items, add an additional 1,600,000 shares to the number of shares of common stock authorized
for issuance under the Amended 2009 Plan, by the following vote:

For

Against

Abstain

Broker Non-Votes

35,182,712

1,472,716

100,392

4,704,566

Proposal No. 4: Approval of an Amendment to the Company’s
Amended and Restated Certificate of Incorporation

The stockholders voted to
approve the Amendment, to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain
other minor, non-substantive updates, by the following vote:

For

Against

Abstain

Broker Non-Votes

34,320,796

2,419,140

15,884

4,704,566

Proposal No. 5: Ratification of the Selection of Independent Registered
Public Accounting Firm

The stockholders ratified
the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December
31, 2026 by the following vote:

For

Against

Abstain

41,224,274

206,940

29,172

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Number

Description
of Document

3.1

Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Omnicell, Inc.

10.1

Omnicell, Inc. 2009 Equity Incentive Plan, as amended (incorporated
by reference to Appendix A to Omnicell, Inc.’s definitive proxy statement on Schedule 14A for the Omnicell, Inc. 2026 Annual
Meeting of Stockholders held May 19, 2026 (File No. 000-33043))*

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

* Indicates a management contract, compensation plan, or arrangement.