Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 24, 2022, Owens & Minor, Inc. (the "Company") issued a press release
announcing that its Board of Directors (the "Board") has elected Kenny Gardner
to serve on the Board effective March 1, 2022. The Board has not yet appointed
Mr. Gardner to serve on any Committees of the Board.
The Board has determined that Mr. Gardner qualifies as an independent director
under New York Stock Exchange listing standards and the Company's Corporate
Governance Guidelines. There are no family relationships between Mr. Gardner and
any director or executive officer of the Company or any related party
transactions involving Mr. Gardner and the Company. There is no arrangement or
understanding between Mr. Gardner and any other person pursuant to which he was
selected as a director.
Mr. Gardner 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 2022 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 March 1, 2022, and prior to the election of Mr. Gardner 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 eight
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 7.01 Regulation FD Disclosure.
As previously announced, on January 7, 2022, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company,
Apria, Inc., a Delaware corporation ("Apria"), and StoneOak Merger Sub Inc., a
Delaware corporation and an indirect, wholly owned subsidiary of the Company
("Merger Sub"), pursuant to which Merger Sub will be merged with and into Apria
(the "Merger") with Apria surviving the Merger as an indirect, wholly owned
subsidiary of the Company.
Effective as of 11:59 p.m. Eastern Time on February 23, 2022, the waiting period
has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with the Merger.
The closing of the Merger remains subject to approval by holders of a majority
of Apria's outstanding common stock and other customary closing conditions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated Bylaw s of the Company effective March 1 ,
2 02 2
99.1 Press release issued by the Company on February 24, 2022 announcing the
election of Kenny Gardner
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the
Inline XBRL document)
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