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 22, 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 July 22, 2017, at a meeting of the Compensation Committee (the “ Committee ”) of the Board of Directors of Omnicell, Inc. (the “ Company ”), the Committee approved 2017 annualized base salaries for the Company’s executive officers as set forth in the table below.  The foregoing increases reflect the only base salary increases received by the Company’s executive officers for 2017, and are effective as of June 26, 2017. In addition, the Committee approved an increase in Mr. Kuipers’ annual bonus target from 70% of his base salary to 90% of his base salary, effective as of June 26, 2017.

The Committee has historically made decisions regarding executive compensation, including changes to the executive officers’ base salaries, during February, however, as previously disclosed by the Company on a Current Report on Form 8-K, at its meeting held on February 8, 2017, the Committee determined not to change the executive officers’ annualized base salaries from the salaries then in effect at that time.
 
 
 
 
 
 
 
Name
 
Title
 
2017
Annualized
Base Salary
2017
Bonus Target (Percentage of
Base Salary)
Randall A. Lipps
 
Chairman, President and Chief Executive Officer
 
$
680,000
125
%
Peter J. Kuipers
 
Executive Vice President and Chief Financial Officer
 
$
390,000
90
%
J. Christopher Drew
 
President, North American Automation
 
$
390,000
90
%
Robin G. Seim
 
President, Global Automation and Medication Adherence
 
$
390,000
90
%
Nhat Ngo
 
Executive Vice President, Strategy and Business Development
 
$
325,000
90
%
Dan S. Johnston
 
Executive Vice President and Chief Legal and Administrative Officer
 
$
310,000
90
%
Jorge Taborga
 
Executive Vice President, Engineering
 
$
300,000
90
%
 
     







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

                                                                  






 
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:  July 25, 2017
By:
/s/ Dan S. Johnston
 
 
Dan S. Johnston
 
 
Executive Vice President and Chief Legal and Administrative Officer
 





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




Exhibit 10.1
 
2017 Executive Officer Annualized Base Salaries
 
Effective June 26, 2017, the annualized base salaries for Omnicell’s executive officers are as follows:
 
 
 
 
 
 
 
 
 
Name
 
Title
 
2017
Annualized
Base Salary
 
Randall A. Lipps
 
Chairman, President and Chief Executive Officer
 
$
680,000
 
Peter J. Kuipers
 
Executive Vice President and Chief Financial Officer
 
$
390,000
 
J. Christopher Drew
 
President, North American Automation
 
$
390,000
 
Robin G. Seim
 
President, Global Automation and Medication Adherence
 
$
390,000
 
Nhat Ngo
 
Executive Vice President, Strategy and Business Development
 
$
325,000
 
Dan S. Johnston
 
Executive Vice President and Chief Legal and Administrative Officer
 
$
310,000
 
Jorge Taborga
 
Executive Vice President, Engineering
 
$
300,000