Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective June 1, 2022, the Board of Directors (the "Board") of Owens & Minor,
Inc. (the "Company") elected two directors, Rita F. Johnson-Mills and Teresa L.
Kline (the "Elected Directors"), to serve on the Board of the Company. The Board
also appointed Ms. Johnson-Mills to serve on the Our People & Culture and the
Governance & Nominating Committees of the Board, and appointed Ms. Kline to
serve on the Audit and Governance & Nominating Committees of the Board.
The Board has determined that each of the Elected Directors qualify as
financially literate and as independent directors under New York Stock Exchange
listing standards and the Company's Corporate Governance Guidelines. There are
no family relationships between any of the Elected Directors and any director or
executive officer of the Company or any related party transactions involving any
of the Elected Directors and the Company. There is no arrangement or
understanding between the Elected Directors and any other person pursuant to
which any of the Elected Directors were selected as a director.
The Elected Directors will participate in our non-employee director compensation
program, which currently consists of an annual cash retainer and an annual grant
of restricted stock pro-rated for time of service on the Company's Board prior
to the Company's 2023 Annual Meeting of Shareholders.
A copy of the Company's press release announcing the events described above is
attached hereto as Exhibit 99.1 and is incorporated herein by reference into
this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 1, 2022, and prior to the election of the Elected Directors as
described in Item 5.02 of this Current Report on Form 8-K, the Board approved an
amendment to Section 2.2 of Article II of the Company's Amended and Restated
Bylaws (the "Bylaws") to increase the size of the Board from seven directors to
nine directors. This summary of the Bylaws is qualified in its entirety by the
specific language of the Bylaws which are filed as an Exhibit to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated Bylaws of the Company effective June 1, 2022
99.1 Press release issued by the Company on J une 1 , 2022
announcing the election of Rita F. Johnson-Mills and Teresa L. Kline
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the
Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses