8-K

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):  July 6, 2023

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.

On July 6, 2023, the Board of Directors (the “Board”) of Omnicell, Inc. (the “Company”) increased the size of the Board from nine (9) to ten (10) members and elected Kaushik “Bobby” Ghoshal, effective immediately, to serve as a member of the Board. Mr. Ghoshal was elected as a Class II director with a term expiring at the 2024 Annual Meeting of Stockholders. Mr. Ghoshal will serve as a member of the Board’s Corporate Governance Committee. The Board has determined that Mr. Ghoshal is an independent director under Nasdaq listing standards and the Company’s Corporate Governance Guidelines.

There are no arrangements or understandings between Mr. Ghoshal and any other person pursuant to which Mr. Ghoshal was elected to serve as a member of the Board. There are not any transactions or relationships between the Company and Mr. Ghoshal that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Mr. Ghoshal’s compensation will be consistent with that provided to all of the Company’s non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 6, 2023. In connection with Mr. Ghoshal’s election to the Board, he will receive an initial award of restricted stock valued at $160,000 as of the grant date, which will vest in full on the date of the Company’s 2024 Annual Meeting of Stockholders, and he will receive an additional award of restricted stock for serving on the Board’s Corporate Governance Committee valued at $7,500 as of the grant date, which will vest in full on the date of the Company’s 2024 Annual Meeting of Stockholders. The shares to be issued pursuant to these awards will be issued pursuant to the Omnicell, Inc. 2009 Equity Incentive Plan, as amended.

Additionally, in connection with Mr. Ghoshal’s election to the Board, the Company and Mr. Ghoshal will enter into an indemnification agreement in substantially the same form that the Company has entered into with each of the Company’s other directors. The form of such indemnification agreement was filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed on March 14, 2001.

A copy of the press release announcing the foregoing is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release entitled “Omnicell Appoints Bobby Ghoshal to Board of Directors” dated July 11, 2023
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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.
Date: July 11, 2023	/s/ Corey J. Manley
	Corey J. Manley
	Executive Vice President, Chief Legal and Administrative Officer

EX-99.1

Exhibit 99.1

For more information, contact:

Kathleen Nemeth

Senior Vice President, Investor Relations

Kathleen.Nemeth@omnicell.com

650-435-3318

Omnicell Appoints Bobby Ghoshal to Board of Directors

Established Leader Brings Global SaaS and Healthcare Technology Experience to Board

FORT WORTH, Texas, -- July 11, 2023—Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell” or the “Company”), a leader in transforming the pharmacy care delivery model, today announced it has increased its number of board seats from 9 to 10, and has appointed Kaushik “Bobby” Ghoshal to fill the newest seat as an independent director of Omnicell’s Board of Directors, effective immediately.

Mr. Ghoshal is an established technology leader who brings more than 30 years of experience across multiple industries including finance, semiconductors, and healthcare. In Mr. Ghoshal’s current role as President of SaaS for ResMed, Inc. (“ResMed”), he leads the Company’s global software business and is responsible for the vision, strategy, and day-to-day operations of the Company’s rapidly expanding SaaS portfolio. Prior to this, he served as ResMed’s Chief Technology Officer. He has also served as Chief Operating Officer of Brightree LLC, a ResMed-owned provider of cloud-based SaaS for out-of-hospital care.

“We are delighted to welcome Bobby to Omnicell’s Board of Directors,” said Randall Lipps, chairman, president, chief executive officer, and founder of Omnicell. “Bobby has an impressive track record leading high-performance teams in software products, digital and business transformation, information security, data analytics, and artificial intelligence and machine learning. We look forward to benefitting from his unique perspective at the intersection of SaaS and healthcare, as we continue to work to transform the pharmacy care delivery model and deliver value for our stakeholders, our healthcare partners, and their patients.”

“Every day, customers rely on Omnicell to deliver mission-critical medication management solutions and I am honored to join the Company’s Board,” said Mr. Ghoshal. “I have been impressed with Omnicell’s progress toward realizing the industry vision of the Autonomous Pharmacy and am excited to have the opportunity to take part in helping the Company achieve its

goals. I look forward to leveraging my background in SaaS and healthcare to build on Omnicell’s strong foundation and help deliver on its mission to improve patient outcomes.”

The addition of Mr. Ghoshal to Omnicell’s Board is part of the Board’s ongoing refreshment process, which has resulted in the addition of five new directors in the last four years. In connection with his appointment, Mr. Ghoshal will join the Board’s Corporate Governance Committee. The Board now comprises 10 directors, 9 of whom are independent and all of whom bring a broad range of skills and experience that enhance the Board’s ability to effectively fulfill its governance and oversight responsibilities.

About Omnicell

Since 1992, Omnicell has been committed to transforming the pharmacy care delivery model in an effort to optimize financial and clinical outcomes across all settings of care. Through a comprehensive portfolio of automation and advanced services, Omnicell is uniquely positioned to address evolving healthcare challenges, connect settings of care, and streamline the medication management process. Healthcare facilities worldwide partner with Omnicell to help increase operational efficiency, reduce medication errors, improve patient safety, and enhance patient engagement and adherence, helping to reduce costly hospital readmissions. To learn more, visit omnicell.com.

From time to time, Omnicell may use the Company’s investor relations website and other online social media channels, including its Twitter handle www.twitter.com/omnicell, LinkedIn page www.linkedin.com/company/omnicell, and Facebook page www.facebook.com/omnicellinc, to disclose material non-public information and comply with its disclosure obligations under Regulation Fair Disclosure (“Reg FD”).

OMNICELL and the Omnicell logo are registered trademarks of Omnicell, Inc. or one of its subsidiaries.

Forward-Looking Statements

To the extent any statements contained in this press release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, statements including the words “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “plan,” “potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” “seek,” “predict,” “project,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to the occurrence of many events outside Omnicell’s control. Such statements include, but are not limited to, Omnicell’s expectations regarding the director appointment and statements about Omnicell’s strategy, plans, objectives, goals, vision, and expected benefits. Actual results and other events may differ significantly from those contemplated by forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, (i) unfavorable general economic and market conditions, including the impact and duration of inflationary pressures, (ii) Omnicell’s ability to recruit and retain skilled and

motivated personnel, (iii) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, (iv) risks related to Omnicell’s investments in new business strategies or initiatives, including its transition to selling more products and services on a subscription basis, and its ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions, (v) risks related to failing to maintain expected service levels when providing our Advanced Services or retaining our Advanced Services customers, (vi) Omnicell’s ability to meet the demands of, or maintain relationships with, its institutional, retail, and specialty pharmacy customers, (vii) continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market, and (viii) other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.

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City Area Code	877
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