Form 8-K

8-K — OMNICELL, INC.

Accession: 0001104659-26-066316

Filed: 2026-05-26

Period: 2026-05-19

CIK: 0000926326

SIC: 3571 (ELECTRONIC COMPUTERS)

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

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2615515d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2615515d1_ex3-1.htm)

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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 19, 2026

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 ¨

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 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.

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 26, 2026

/s/ Corey J. Manley

Corey J. Manley

Executive Vice President and Chief Legal

and Administrative Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2615515d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OMNICELL, INC.

OMNICELL, INC., a corporation organized

and existing under the laws of the state of Delaware (the “Corporation”) hereby certifies that:

1. The name of the

Corporation is OMNICELL, INC. The Corporation was originally incorporated under the name Omnicell Merger Corporation.

2. The date of filing

of the Corporation’s original Certificate of Incorporation was April 14, 2000, as amended and restated on August 13, 2001, and as

amended on June 1, 2010.

3. The Amended and

Restated Certificate of Incorporation of the Corporation as provided in Exhibit A hereto was duly adopted in accordance with the provisions

of Section 242 and Section 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation.

4. Pursuant to Section

245 of the Delaware General Corporation Law, approval of the stockholders of the Corporation has been obtained.

5. The Amended and

Restated Certificate of Incorporation so adopted reads in full as set forth in Exhibit A attached hereto and is hereby incorporated

by reference.

IN WITNESS WHEREOF,

the undersigned has signed this certificate this 19th day of May, 2026, and hereby affirms and acknowledges under penalty of perjury that

the filing of this Amended and Restated Certificate of Incorporation is the act and deed of Omnicell, Inc.

OMNICELL, INC.

By:

/s/ Randall A. Lipps .

Randall A. Lipps

Chairman of the Board

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OMNICELL, INC.

ARTICLE I.

The name of this corporation

is OMNICELL, INC.

ARTICLE II.

The address of the registered

office of the corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808, and the

name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

ARTICLE III.

The purpose of this corporation

is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of

Delaware.

ARTICLE IV.

A. This corporation

is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”

The total number of shares which the corporation is authorized to issue is one hundred and five million (105,000,000) shares. One hundred

million (100,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). Five million (5,000,000)

shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).

B. The Preferred Stock

may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a “Preferred

Stock Designation”) pursuant to the Delaware General Corporation Law (“DGCL”), to fix or alter from time to time the

designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any

wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any

of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below

the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with

the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution

originally fixing the number of shares of such series.

ARTICLE V.

For the management of the business

and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation,

of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

1. The management of

the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which

shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted by the Board of Directors.

2. BOARD OF DIRECTORS

Subject to the rights of the

holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the initial

public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”),

covering the offer and sale of Common Stock to the public (the “Initial Public Offering”), the directors shall be divided

into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance

with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the closing

of the Initial Public Offering, the term of office of the Class I directors shall expire and Class I directors shall be elected for a

full term of three years. At the second annual meeting of stockholders following the Initial Public Offering, the term of office of the

Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of

stockholders following the Initial Public Offering, the term of office of the Class III directors shall expire and Class III directors

shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full

term of three years to succeed the directors of the class whose terms expire at such annual meeting.

3. VACANCIES

a. Subject to the rights

of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification,

removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the

Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders,

except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though

less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence

shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s

successor shall have been elected and qualified.

b. If at the time of

filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole

board (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder

or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote

for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the

directors chosen by the directors then in offices as aforesaid, which election shall be governed by Section 211 of the DGCL.

1. Subject to paragraph

(h) of Section 43 of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least sixty-six

and two-thirds percent (662∕3%) of the voting power of all of the then-outstanding shares of the voting stock of the corporation

entitled to vote. The Board of Directors shall also have the power to adopt, amend, or repeal Bylaws.

2. The directors of

the corporation need not be elected by written ballot unless the Bylaws so provide.

3. No action shall be

taken by the stockholders of the corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws.

4. Advance notice of

stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders

of the corporation shall be given in the manner provided in the Bylaws of the corporation.

ARTICLE VI.

A. The personal liability

of the directors and officers for monetary damages for a breach of fiduciary duty as a director or officer shall be eliminated or limited

to the fullest extent under applicable law. If the DGCL is amended to authorize the further elimination or limitation of liability of

directors or officers, then the liability of a director or officer of the corporation, in addition to the elimination and limitation on

personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B. Any repeal or modification

of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence

of any act or omission to act giving rise to liability or indemnification.

ARTICLE VII.

A. The corporation reserves

the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter

prescribed by statute, except as provided in paragraph B. of this Article VII, and all rights conferred upon the stockholders herein are

granted subject to this reservation.

B. Notwithstanding any

other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but

in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate

of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent

(662∕3%) of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, shall

be required to alter, amend or repeal Articles V, VI, and VII.

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