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): May 22, 2012

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

 

1201 Charleston Road
Mountain View, CA  94043

(Address of principal executive offices, including zip code)

 

(650) 251-6100

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

On May 22, 2012, Omnicell, Inc. (the “Company”) held its Annual Meeting of Stockholders at 2:30 p.m. local time at the Company’s headquarters located at 1201 Charleston Road, Mountain View, California 94043 (the “Annual Meeting”). As of March 29, 2012, the Company’s record date, there were a total of 33,534,757 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,928,563 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present. Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

 

Proposal 1— Election of Directors to Hold Office Until the 2015 Annual Meeting of Stockholders

 

Mr. Randall A. Lipps, Mr. Joseph E. Whitters and Mr. Vance B. Moore were elected to serve as members of the Company’s Board of Directors (the “Board”) for three year terms 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
Randall A. Lipps		27,581,870		1,908,254		2,438,439
Joseph E. Whitters		27,262,093		2,228,031		2,438,439
Vance B. Moore		28,429,413		1,060,711		2,438,439

 

Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: James T. Judson, Randy D. Lindholm, Gary S. Petersmeyer, Donald C. Wegmiller and Sara J. White.

 

Proposal 2— Advisory Vote on Executive Compensation

 

The stockholders voted, on an advisory basis, to approve named executive officer compensation as follows:

 

For		Against		Abstain		Broker Non-Votes
27,947,577		1,483,548		58,999		2,438,439

 

Proposal 3— Ratification of the Selection of the Independent Registered Public Accounting Firm

 

The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012 by the following vote:

 

For		Against		Abstain		Broker Non-Votes
30,650,510		1,272,819		5,234		0

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	OMNICELL,  INC.
Dated:  May 23, 2012	By:	/s/ Dan. S. Johnston
		Dan S. Johnston,
		Vice President and General Counsel

 

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