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~~June 215, 2025

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-33043		94-3166458
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

(877) 415-9990

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		OMCL		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

~~Amendment~~Chief toFinancial ~~the~~Officer ~~Omnicell, Inc.~~Separation ~~2009 Equity Incentive Plan~~Agreement

AsOn ~~described below under Item 5.07 of this Current Report on Form~~March ~~8-K~~12, ~~at the~~ 2025, ~~Annual Meeting of Stockholders of~~ Omnicell, Inc. (~~the~~ “~~Company~~Omnicell”) ~~held~~or ~~on May 21, 2025 (~~the “~~Annual Meeting~~Company”), ~~the~~filed ~~Company’s~~a ~~stockholders~~Current ~~approved an~~Report ~~amendment~~on toForm 8-K ~~the~~disclosing ~~Company’s~~that ~~2009~~Nchacha Etta ~~Equity~~would step ~~Incentive~~down ~~Plan,~~from ashis ~~amended~~role (as ~~amended,~~Executive ~~the~~Vice ~~“Amended 2009 Plan”)~~President, ~~which,~~Chief ~~among other~~Financial ~~items,~~Officer ~~added~~of anthe ~~additional 1~~Company,~~750,000~~ ~~shares~~effective toSeptember 15, ~~the~~2025 ~~number~~or ofuntil a ~~shares~~successor ofis ~~common stock authorized for issuance under the Amended 2009 Plan~~named.

~~The~~In ~~Amended~~connection ~~2009~~with Mr. Etta’s ~~Plan~~separation isfrom ~~described~~the Company without cause, on June 5, 2025, the Company and Mr. Etta entered into a separation inagreement: ~~detail~~(a) extending Mr. Etta’s separation date to November 15, 2025 (the “Etta Separation Date”); (b) providing for Mr. Etta’s continued service as Executive Vice President & Chief Financial Officer until the earlier of (i) the date that the Company appoints a new Executive Vice President & Chief Financial Officer (“New CFO”) or otherwise decides to transition Mr. Etta to an advisory role, and (ii) the Etta Separation Date (in ~~Proposal~~the Noevent the Company appoints a New CFO or otherwise decides to transition Mr. 3Etta to an advisory role, he will transition to the role of Special Advisor to the Chief Executive Officer until the Etta Separation Date); (c) memorializing the benefits under the Omnicell, Inc. Executive Severance Plan (the “Severance Plan”) for a Terminating Event outside of the CIC Protection Period (each as defined in the Severance Plan), which for purposes of the Severance Plan, the Company' deemed an involuntary separation without cause, and which include a severance payment and benefits continuation at the Company’s expense as generally described under the heading “Severance and Change of Control Arrangements – Omnicell, Inc. Executive Severance Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”),; ~~and~~(d) providing for ~~the~~Mr. Etta’s ~~full~~continued ~~text~~participation ofin the ~~Amended~~Omnicell, Inc. ~~2009~~Executive Bonus Plan is(the ~~attached to~~“Bonus Plan”) (excluding the ~~Proxy~~requirement ~~Statement~~that asMr. Etta ~~Appendix~~be A.employed ~~The~~by ~~description~~the Company on the last day of the ~~Amended~~performance ~~2009~~year), ~~Plan~~pursuant ~~set~~to ~~forth~~which ~~above~~whether Mr. Etta iswill qualify for and earn a ~~summary~~bonus, ~~only~~and the amount of any bonus earned, will be subject to, and ispaid ~~qualified~~out in ~~its~~accordance ~~entirety~~with bythe ~~reference~~terms, toconditions, and requirements of the ~~full~~Bonus ~~text~~Plan; and (e) providing for a lump sum payment of $10,000 for outplacement services in lieu of the ~~Amended~~outplacement ~~2009~~benefits provided under the Severance Plan,. ~~which~~The separation isagreement ~~filed~~also asprovides ~~Exhibit 10.1~~for toan ~~this~~additional ~~Current~~year ~~Report~~of onvesting ~~Form~~credit for Mr. ~~8-K~~Etta’s outstanding equity awards, consistent with the disclosure under the heading “Potential Payments Upon Termination or Change of Control” in the Proxy Statement, and ~~incorporated~~12 ~~herein~~months byof ~~reference~~continued financial planning services at the Company’s cost, subject to an annual maximum of $16,000. The separation agreement requires Mr. Etta to comply with customary restrictive covenants.

~~Item~~The ~~5.07.~~foregoing ~~Submission~~summary ofis ~~Matters~~qualified in its entirety by reference to athe ~~Vote~~separation ofagreement ~~Security~~entered ~~Holders~~into with Mr. Etta attached hereto as Exhibit 10.1 and incorporated herein by reference.

On May 21, 2025, the Company held its Annual Meeting. Four 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 III Directors to Hold Office Until the 2028 Annual Meeting of Stockholders

Edward P. Bousa, Mary Garrett, and Bruce E. Scott were elected to serve as members of the Company’s Board of Directors (the “Board”) until the 2028 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
Edward P. Bousa	35,421,552	2,264,612	4,279,972
Mary Garrett	34,722,222	2,963,942	4,279,972
Bruce E. Scott	34,114,987	3,571,177	4,279,972

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
35,780,985		1,724,508		180,671		4,279,972

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 1,750,000 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
35,600,671		1,915,066		170,427		4,279,972

Proposal No. 4: 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, 2025 by the following vote:

For		Against		Abstain
41,527,276		166,260		272,600

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description of Document
10.1		~~Omnicell,~~Separation ~~Inc.~~Agreement ~~2009~~dated ~~Equity~~June ~~Incentive Plan~~5, as2025 ~~amended (incorporated~~ by ~~reference~~and tobetween ~~Appendix A to~~ Omnicell, Inc.’s ~~definitive~~and ~~proxy~~Nchacha ~~statement on Schedule 14A for the Omnicell, Inc. 2025 Annual Meeting of Stockholders held May 21, 2025 (File No. 000-33043))~~Etta*+
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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

+Filed herewith.

SIGNATURES

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.
Date: May 23, 2025	/s/ Corey J. Manley
Date: June 5, 2025	/s/ Corey J. Manley
	Corey J. Manley
	Executive Vice President and Chief Legal and Administrative Officer

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