Item 5.07. Submission of Matters to a Vote of Security Holders
On May 25, 2021, Omnicell, Inc. (the "Company") held its Annual Meeting of
Stockholders at 1:30 p.m. local time in a virtual format via live audio webcast
(the "Annual Meeting"). As of March 29, 2021, the Company's record date, there
were a total of 43,170,334 shares of common stock outstanding and entitled to
vote at the Annual Meeting. At the Annual Meeting, 40,170,041 shares of common
stock were represented in person or by proxy and, therefore, a quorum was
present. Four 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 No. 1: Election of Directors to Hold Office Until the 2024 Annual
Meeting of Stockholders
Randall A. Lipps, Vance B. Moore and Mark W. Parrish were elected to serve as
members of the Company's Board of Directors (the "Board") until the 2024 Annual
Meeting of Stockholders 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          36,021,073       2,114,608          2,034,360
Vance B. Moore            36,081,505       2,054,176          2,034,360
Mark W. Parrish           34,881,241       3,254,440          2,034,360

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: Joanne B. Bauer, Robin G. Seim, Sara J. White, James T. Judson, Bruce E. Scott and Bruce D. Smith. Proposal No. 2: Advisory Vote on Executive Compensation The stockholders voted, on an advisory basis, to approve named executive officer compensation by the following vote:


     For            Against        Abstain        Broker Non-Votes
  35,918,517       2,175,281       41,883            2,034,360

Proposal No. 3: Approval of 2009 Equity Incentive Plan, as Amended The stockholders voted to approve the Company's 2009 Equity Incentive Plan, as amended, to, among other items, add an additional 1,100,000 shares to the number of shares of Common Stock authorized for issuance under the plan, by the following vote:


     For            Against        Abstain        Broker Non-Votes
  34,790,162       3,310,947       34,572            2,034,360

Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm The stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 by the following vote:


     For            Against        Abstain        Broker Non-Votes
  40,027,293        126,579        16,169                0

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