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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): February 13, 2017
 
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-33043
 
94-3166458
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
590 East Middlefield 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 8, 2017, at a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of Omnicell, Inc. (the “Company”), the Committee approved the 2017 annualized base salaries for the Company’s executive officers as set forth below.  The Committee determined not to change the executive officers’ annualized base salaries from the salaries then in effect. In addition, the Committee granted long-term equity compensation awards to the Company’s executive officers in the amounts set forth below.
 
 
 
 
 
 
 
 
 
Long-Term  Equity Compensation
 
Name
 
Title
 
2017
Annualized
Base Salary
 
2017
Annual Cash
Bonus Target
as % of
Base Salary
 
Stock
Option
Grant(1)
 
Restricted
Stock
Units
(time based)
(2)
 
Restricted
Stock
Units
(performance
based)(3)
 
Randall A. Lipps
 
Chairman, President and Chief Executive Officer
 
$
660,000
 
125
%
134,160
 
16,350
 
54,500
 
Peter J. Kuipers
 
Executive Vice President and Chief Financial Officer
 
$
375,000
 
70
%
30,190
4,200
 
(4)
3,680
510
 
(4)
12,260
1,700
 
(4)
J. Christopher Drew
 
President, North American Automation
 
$
375,000
 
90
%
30,190 5,030
 
(4)
3,680
610
 
(4)
12,260
2,050
 
(4)
Robin G. Seim
 
President, Global Automation and Medication Adherence
 
$
375,000
 
90
%
30,190 4,200
 
(4)
3,680
510
 
(4)
12,260
1,700
 
(4)
Nhat Ngo
 
Executive Vice President, Strategy and Business Development
 
$
300,000
 
90
%
21,800 1,680
 
(4)
2,660
200
 
(4)
8,860
680
 
(4)
Dan S. Johnston
 
Executive Vice President and Chief Legal and Administrative Officer
 
$
300,000
 
90
%
21,800
1,680
 
(4)
2,660
200
 
(4)
8,860
680
 
(4)
Jorge Taborga
 
Executive Vice President, Engineering
 
$
285,000
 
90
%
21,800 3,350
 
(4)
2,660
410
 
(4)
8,860
1,360
 
(4)
     

(1)   The exercise price of each of the stock option grants is equal to the closing price of the Company’s stock on the date of grant, February 8, 2017, as reported on The NASDAQ Global Market, which was $36.70 per share. The shares subject to each of the stock option grants vest as follows: 25% of the shares subject to the grant shall vest on the first anniversary of the vesting commencement date of such grants, February 8, 2018, with the remainder of the shares subject to the grant vesting in equal monthly installments over the following thirty-six months.
 
(2)   The time-based restricted stock unit awards vest on a semi-annual basis over a period of four years commencing on June 15, 2017.
 
(3)   The performance-based restricted stock unit awards vest as follows: 25% of the shares subject to the performance-based restricted stock unit awards shall vest, if at all, on the date of the Committee meeting in 2018 when the Committee reviews the Company stock performance objectives as compared to the NASDAQ Healthcare Index and certifies in writing the extent to which the objectives were met, with the remaining 75% of  the shares subject to the performance-based restricted stock unit award vesting on a semi-annual basis over a period of thirty-six months commencing on June 15, 2018 only if and to the extent the Committee certifies in writing that the stock performance objectives were met.  The actual number of shares that vest subject to the performance-based restricted stock units may be 0%, 50% or 100% of the numbers reflected above, depending upon the Company’s performance.
 
(4)   Discretionary awards to the executive officers (other than Mr. Lipps) for their outstanding performance during 2016.
 


 
Item 9.01.  Financial Statements and Exhibits.
 
(d)                                 Exhibits.
 
Exhibit
Number
 
Description
10.1
 
2017 Executive Officer Annual Base Salaries







                                                                           



 
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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:  February 13, 2017
By:
/s/ Dan S. Johnston
 
 
Dan S. Johnston
 
 
Executive Vice President and Chief Legal and Administrative Officer
 







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INDEX TO EXHIBITS
 
Exhibit
Number
 
Description
10.1
 
2017 Executive Officer Annual Base Salaries
 










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