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OMCL > SEC Filings for OMCL > Form 8-K on 23-May-2012All Recent SEC Filings

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Form 8-K for OMNICELL, INC


23-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders

On May 22, 2012, Omnicell, Inc. (the "Company") held its Annual Meeting of Stockholders at 2:30 p.m. local time at the Company's headquarters located at 1201 Charleston Road, Mountain View, California 94043 (the "Annual Meeting"). As of March 29, 2012, the Company's record date, there were a total of 33,534,757 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,928,563 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present. Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal 1- Election of Directors to Hold Office Until the 2015 Annual Meeting of Stockholders

Mr. Randall A. Lipps, Mr. Joseph E. Whitters and Mr. Vance B. Moore were elected to serve as members of the Company's Board of Directors (the "Board") for three year terms 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
Randall A. Lipps     27,581,870   1,908,254          2,438,439
Joseph E. Whitters   27,262,093   2,228,031          2,438,439
Vance B. Moore       28,429,413   1,060,711          2,438,439

Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the Annual Meeting: James T. Judson, Randy D. Lindholm, Gary S. Petersmeyer, Donald C. Wegmiller and Sara J. White.

Proposal 2- Advisory Vote on Executive Compensation

The stockholders voted, on an advisory basis, to approve named executive officer compensation as follows:

For Against Abstain Broker Non-Votes 27,947,577 1,483,548 58,999 2,438,439

Proposal 3- Ratification of the Selection of the Independent Registered Public Accounting Firm

The stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012 by the following vote:

For Against Abstain Broker Non-Votes 30,650,510 1,272,819 5,234 0


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