Omnicell, Inc. (OMCL) Earnings Call Transcript & Summary

Hello, and welcome to the 2020 Annual Meeting of Stockholders of Omnicell, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Randall Lipps, Chairman, President and Chief Executive Officer of Omnicell. Mr. Lipps, the floor is yours.

Good afternoon. I'm Randall Lipps, Chairman, President and CEO of Omnicell. I'm very happy to welcome you to Omnicell's 2020 Annual Meeting of Stockholders. As you know, we are hosting today's meeting through an online platform for the first time. We made the decision to meet online in light of the public health impact of the ongoing COVID-19 pandemic and to help protect the health and well-being of our stockholders, employees and the broader community. We want to thank you all for taking time to join us today and hope you are safe and well. While the meeting is virtual only, stockholders of record and registered beneficial owners who joined the meeting as stockholders with their control numbers will have the opportunity to ask questions related to meeting matters, which we will address following our discussion of the proposals to be voted on. Now before I call the meeting to order, I'd like to introduce to you the Board members and the business team who are on this call with us today. Our Board members joining us online, in addition to me, are Joanne Bauer; James Judson, Vance Moore, Mark Parrish, Bruce Scott; Robin Seim, Bruce Smith, and Sara White. The other Omnicell officers online with us today are Dan Johnston, Chief Legal and Administrative Officer and Corporate Secretary; and Peter Kuipers, our Chief Financial Officer. Jamie Conroy from our Investor Relations team has also joined us today to moderate any questions we may receive. Finally, I'd like to introduce [ Barry Shumae ] and Paula Dionisio, Deloitte & Touche, Omnicell's independent registered public accounting firm, who are present and available to respond to appropriate questions. Now the meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in our notice of annual meeting and proxy statement. I am appointing Dan, our Chief Legal and Administrative Officer and Corporate Secretary, as the secretary of this meeting. And with that, let me turn it the meeting over to Dan to cover a few formalities.

Thanks, Randall, and good afternoon, everyone. Just a few reminders before we go into the proposals. First, a complete list of the stockholders of record of the company's common stock on March 30, 2020, the record date for this meeting, is available for viewing on the meeting center website. Second, I have an affidavit from Omnicell's transfer agent, Computershare Investor Services, certifying that commencing on April 7, 2020, a notice of annual meeting of Omnicell stockholders was deposited in the U.S. Mail or sent via electronic delivery to all stockholders of record at the close of business on March 30, 2020. Third, you may vote your shares online prior to the closing of the polls. The polls will be closed for voting after we go through each of the 3 proposals to be voted on. You may ask questions pertaining to the proposals presented after we've read through them, and please refer to our rules of conduct available on the meeting center website. Now I'll turn it back over to Randall to introduce our inspector of election.

At this time, I'd like to introduce Audrey Matheny of Computershare Investor Services, our transfer agent, also joining us today. I'm appointing Ms. Matheny to act as the inspector of election at this meeting. I'll turn it back to Dan now to report on the existence of a quorum.

All right. So the inspector of election has reported that proxies have been received for 38,749,843 of the 42,601,447 shares of common stock outstanding on the record date, which represents approximately 91% of the total number of outstanding shares. Therefore, we do have a quorum and may now proceed. So there are 3 proposals to be considered by the stockholders of this meeting. As a reminder, the polls will be closed to voting after we go through the matters to be voted on. Now I'll turn it back to Randall to describe the 3 proposals.

Thanks, Dan. The first item of business is the election of directors. There are 3 Class 1 directors nominated to serve until the 2023 annual meeting and until their successors are elected. The nominees for Class I directors are: Joanne Bauer, Robin Seim, and Sara White. The second item of business today is the advisory vote to approve the compensation of the Omnicell's named executive officers as described in the proxy statement. The shareholders have been asked to vote on an advisory basis on the following question: Resolve that the company's shareholders approve on an advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement for the 2020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the 2019 summary compensation table and other related tables and disclosures. The third item of business today is the ratification of the selection of Deloitte & Touche as Omnicell's independent registered public accounting firm for the year ending December 31, 2020. That was the final proposal for today's meeting. Are there any questions about these 3 proposals at this time? As a reminder, we ask that any questions pertain only to these proposals.

Randy, there are no questions at this time.

Thank you. Dan?

Okay. And so -- yes. The time is now 1:39 p.m. and because there are no further questions or no questions related to the proposals, the polls are now closed for voting.

Thanks, Dan. Can we move on to the results of the voting?

Certainly, the inspector of elections has provided us with preliminary results and confirm that we have received the necessary votes required to pass the following. Number one, each of the 3 nominees for election of Class 1 directors of Omnicell: Joanne Bauer, Robin Seim and Sara White, has been elected to serve a 3-year term expiring at the 2023 annual meeting. Number two, the advisory approval of the compensation of the company's named executive officers has passed; and three, the appointment of Deloitte & Touche LLP as Omnicell's independent registered public accounting firm for the year ending December 31, 2020, has been ratified.

Thank you, Dan. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voted results on current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us. Well, this concludes today's meeting, and the meeting is now adjourned. I want to thank everybody, including the Board and the team for being here, everybody from Deloitte & Touche and Computershare. Thank you very much for your support of Omnicell.

This concludes the meeting. You may now disconnect.