OMNICELL, INC. (Form: 8-K, Received: 05/15/2023 16:20:43)

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 15, 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 May 15, 2023, Omnicell, Inc. (“Omnicell” or the “Company”) announced that Nchacha E. Etta, age 52, has been appointed Executive Vice President and Chief Financial Officer of the Company, effective June 1, 2023. A press release announcing the change in the Executive Vice President and Chief Financial Officer position is attached as Exhibit 99.1 hereto and incorporated herein by reference. Prior to joining Omnicell, Mr. Etta served as Senior Vice President and Chief Financial Officer of Essilor of America, Inc., a subsidiary of EssilorLuxottica SA, a global leader in ophthalmic medical devices and products, from May 2019 to March 2022. From June 2015 to May 2019, Mr. Etta served as Worldwide Vice President and Chief Financial Officer of Johnson & Johnson Vision, an operating company of Johnson & Johnson, a global healthcare company. From February 2006 to June 2015, Mr. Etta held senior finance roles at The Coca-Cola Company, a total beverage company. Prior to The Coca-Cola Company, Mr. Etta served in financial roles of increasing responsibility at Microsoft Corporation, Eli Lilly & Company and the Carlyle Group. He started his career with Orano Cycle (previously Cogema) in Bethesda, MD. Mr. Etta received a Bachelor of Science degree in accounting from George Mason University and an MBA in finance from Howard University.

There are no arrangements or understandings between Mr. Etta and any other persons pursuant to which Mr. Etta was appointed as an executive officer of the Company. There are no family relationships between Mr. Etta and any director or executive officer of the Company. There are not any transactions or relationships between the Company and Mr. Etta that would require disclosure pursuant to Item 404 of Regulation S-K.

In his role as Executive Vice President and Chief Financial Officer of the Company, Mr. Etta will be compensated at an initial base salary of $475,000 per annum, and will receive a one-time, cash sign-on bonus of $50,000, provided, that should Mr. Etta terminate his employment with the Company prior to the one year anniversary of his start date, he will be required to repay a prorated portion of his cash sign-on bonus. In addition, upon approval by the Company’s Board of Directors or a committee thereof, he will also receive: (i) a one-time equity award of 24,000 restricted stock units (“RSUs”), 25% of which will vest on August 15, 2024 following the one-year anniversary of the grant date and the remaining 75% of which will vest in equal amounts over the subsequent twelve quarters (on each of November 15, February 15, May 15 and August 15, respectively); and (ii) an annual equity award of: (a) 15,000 RSUs, 25% of which will vest on August 15, 2024 following the one-year anniversary of the grant date and the remaining 75% of which will vest in equal amounts over the subsequent twelve quarters (on each of November 15, February 15, May 15 and August 15, respectively) over the remaining three years; and (b) 15,000 performance-based restricted stock units (“PSUs”) of which Mr. Etta will have an opportunity to earn between 0% and 200% of the PSUs, based upon the Company’s relative total stockholder return percentile ranking performance over a one-year period, which PSUs if earned will typically vest as follows: 25% of the earned PSUs will vest on the performance determination date (typically following the one-year anniversary of the grant date) and the remaining 75% of earned PSUs will vest in equal amounts over the subsequent twelve quarters (on each of November 15, February 15, May 15 and August 15, respectively) over the remaining three years.

Mr. Etta will be eligible to participate in the Omnicell, Inc. 2010 Quarterly Executive Bonus Plan wherein he may receive cash bonuses of up to 90% of his annual base salary, to be determined based on the achievement of Company and personal performance objectives on a quarterly basis, subject to changes at the discretion of the Company and the terms of the Company’s 2010 Quarterly Executive Bonus Plan. Mr. Etta will also be eligible to participate, on a pro-rata basis, in the Company’s 2023 Overachievement Bonus Plan, to be determined based on the overachievement of certain Company financial goals as determined under the terms of the 2023 Overachievement Bonus Plan.

In addition, Mr. Etta is eligible for certain severance benefits set forth in the Company’s Amended and Restated Executive Officer Change of Control Agreement and Amended and Restated Severance Benefits Plan effective as of March 7, 2017, as well as indemnity protection under an indemnity agreement. Mr. Etta will also be entitled to certain perquisites, including comprehensive annual financial planning, a comprehensive annual physical, and reimbursement for certain expenses, as well as participation in any of the Company’s employee general health and welfare benefit plans made available to all similarly situated U.S. employees.

A copy of the offer letter entered into by and between the Company and Mr. Etta will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2023.

In connection with and effective upon Mr. Etta’s appointment, Peter J. Kuipers will step down from his role as the Company’s Executive Vice President and Chief Financial Officer and will remain as an executive adviser to the Company until his separation from the Company, effective July 1, 2023. The Company had previously announced that Peter J. Kuipers would step down from his role as Executive Vice President and Chief Financial Officer on July 1, 2023, as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
99.1		Press Release entitled “Omnicell Appoints Nchacha E. Etta as Executive Vice President and Chief Financial Officer” dated May 15, 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: May 15, 2023	/s/ Corey J. Manley
	Corey J. Manley
	Senior Vice President and Chief Legal Officer

Exhibit 99.1

For more information, contact:

Kathleen Nemeth

Senior Vice President, Investor Relations

Kathleen.Nemeth@omnicell.com

650-435-3318

Omnicell Appoints Nchacha E. Etta as Executive Vice President and Chief Financial Officer

Seasoned Leader Brings Over Two Decades of Finance and Accounting Experience to Omnicell

FORT WORTH, Texas, -- May 15, 2023—Omnicell, Inc. (Nasdaq: OMCL) (“Omnicell” or the “Company”), a leader in transforming the pharmacy care delivery model, today announced that Nchacha E. Etta has been appointed Executive Vice President and Chief Financial Officer of the Company, effective June 1, 2023. Mr. Etta succeeds Peter J. Kuipers, who, as previously announced, will be stepping down from his role as Executive Vice President and Chief Financial Officer. Mr. Kuipers will remain with the Company through July 1, 2023, to help ensure a smooth transition of responsibilities.

Mr. Etta is a seasoned finance and accounting executive with more than 20 years of experience leading and working in global finance organizations across healthcare and consumer products industries. He most recently served as Chief Financial Officer of Essilor of America, Inc., a subsidiary of EssilorLuxottica SA, where he developed and executed long-range financial and commercial strategy. Prior to his role at Essilor of America, Mr. Etta served as the Worldwide Vice President and Chief Financial Officer of Johnson & Johnson Vision, where he led finance operations with a 250-person global team. He has also served in a number of financial roles of increasing responsibility at The Coca-Cola Company, Microsoft Corporation and Eli Lilly and Company.

“We are very pleased to welcome Nchacha to the Omnicell team and we look forward to benefitting from his finance and accounting expertise as well as the broader leadership experience he brings to our organization,” said Randall Lipps, chairman, president, chief executive officer, and founder of Omnicell. “Nchacha is a commercially-focused and collaborative leader who not only has a proven track record of delivering strong financial and operating results but also shares our passion for improving patients’ health. We believe his skillsets and insights will be incredibly valuable as we continue to focus on realizing the benefits of our recent acquisitions, strengthening our operational efficiencies and building on the momentum underway. I look forward to working closely with him as we continue to strive to deliver value for our stockholders, our employees, our healthcare partners and their patients.”

“Omnicell is a category creator that is working to transform the pharmacy care delivery model, and I am honored to join the team in an effort to leverage my expertise to help drive the Company’s strategy forward,” said Mr. Etta. “Omnicell’s mission is one that I deeply believe in, and I look forward to collaborating with Randall and the entire management team as we seek to capture the potential opportunities that lie ahead and drive long-term value creation.”

About Nchacha E. Etta

Mr. Etta most recently served as Chief Financial Officer of Essilor of America, Inc., a subsidiary of EssilorLuxottica, a global leader in ophthalmic products, where he was responsible for leading all aspects of financial strategy and operations, including FP&A, Investor Relations, Tax, Treasury, M&A, Audit, Pricing and Capital Allocation for the $4 billion Americas region. Prior to EssilorLuxottica, Mr. Etta served as Worldwide Vice President and Chief Financial Officer at Johnson & Johnson Vision from 2015 to 2019, where he led finance operations and oversaw a 250-person team for this $3 billion global business. Mr. Etta also spent nine years at The Coca-Cola Company, where he held various senior finance roles. Earlier in his career, Mr. Etta served as Business Analysis Manager at Microsoft Corporation, Senior Supply Chain Analyst at Eli Lilly and Company, and Analyst of International Investments Fund at The Carlyle Group. Mr. Etta began his career as a Senior Accountant at Orano Cycle (previously Cogema). He earned a Master of Business Administration in Finance from Howard University and a Bachelor of Science in Accounting from George Mason University.

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 new chief financial officer appointment and related transition, impact on business strategy, integration activities and operational efficiency and statements about Omnicell’s strategy, plans, objectives, goals, and vision. 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) ability to realize the benefits of our expense containment efforts, (iii) Omnicell’s ability to recruit and retain skilled and motivated personnel, (iv) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, (v) reduction in demand in the capital equipment market or reduction in the demand for or adoption of our solutions, systems, or services, (vi) delays in installations of our medication management solutions or our more complex medication packaging systems, (vii) 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, (viii) risks related to failing to maintain expected service levels when providing our Advanced Services or retaining our Advanced Services customers, (ix) Omnicell’s ability to meet the demands of, or maintain relationships with, its institutional, retail, and specialty pharmacy customers, (x) continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market, and (xi) 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.

OMCL-E