At the Annual Meeting of Stockholders of Omnicell, Inc. (the ?Company?), held on May 23, 2023 (the ?Annual Meeting?), Robin G. Seim received a greater number of votes ?withheld? from his election than votes ?for? his election to the Company?s Board of Directors (the ?Board?). As a result, and in accordance with the majority vote resignation policy in the Company?s Corporate Governance Guidelines, following the Annual Meeting, Mr. Seim submitted a letter of resignation from the Board for consideration by the Corporate Governance Committee (the ?Governance Committee?), subject to the Board?s acceptance of such resignation.
The Governance Committee further deliberated this matter and ultimately determined to recommend that the Board reject Mr. Seim?s offer of resignation from the Board; however, the Governance Committee also recommended that Mr. Seim be removed as the Chair and a member of Audit Committee, effective immediately. The Governance Committee further recommended that (i) Bruce E. Scott be appointed to serve as a member of the Audit Committee, and (ii) Mark W. Parrish be appointed as Chair of the Audit Committee, effective immediately. The Governance Committee believes that, notwithstanding the concerns identified by certain of the Company?s stockholders, Mr. Seim?s extensive knowledge of the Company and its industry, combined with his prior financial expertise and leadership experience, provide the Board with invaluable insights into the Company?s financial and business operations, the healthcare industry, as well as financial and operational matters generally. On August 10, 2023, based on these recommendations and effective immediately, the Board: (i) rejected Mr. Seim?s resignation from the Board; (ii) removed Mr. Seim as the Chair and a member of the Audit Committee; (iii) appointed Mr. Scott to the Audit Committee; and (iv) appointed Mr. Parrish as Chair of the Audit Committee. Following these actions, the Audit Committee is currently composed of three directors: Mr. Parrish (Chair), Mr. Bousa and Mr. Scott.
Omnicell, Inc. is a provider of medication management solutions and adherence tools for health systems and pharmacies. The Company is focused on transforming pharmacy care through outcomes-centric innovation designed to optimize clinical and business outcomes across all settings of care through a portfolio of robotics, smart devices, intelligent software, and services. Its point of care automation solutions is designed to improve clinician workflows in patient care areas of the healthcare system, such as nursing units, patient wards, operating rooms, and emergency departments. The Companyâs XT Series automated dispensing systems for medications and supplies, which are used in nursing units and other clinical areas of the hospital, are designed to support workflows specific to each area of the hospital, with various software and hardware options. For the operating room, the Company also offer specialized automated dispensing systems.
OMNICELL, INC. 
