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

Hello, and welcome to the 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 Mr. Randall Lipps, Chairman, President, Chief Executive Officer and Founder of Omnicell, Inc. Mr. Lipps, the floor is yours.

Good afternoon. I'm Randall Lipps, Chairman, President, CEO and Founder of Omnicell. I'm very happy to welcome you to Omnicell's 2021 Annual Meeting of Shareholders. As you know, we are hosting today's meeting through an online platform. We want to thank you for all taking the 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 shareholders 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. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the business team who are here with us today. Our Board members joining us online, in addition to me, are Joanne Bauer, James Judson, Vance Moore, Mark Parrish, Bruce Scott, Rob Seim, Bruce Smith and Sarah 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; Kathleen Nemeth, our Vice President of Investor Relations, has also joined us today to moderate any questions we may receive. Finally, I'd like to introduce [ Barry Shumae ] and Julian Valencia of Deloitte & Touche LLP, Omnicell's independent registered public accounting firm, who are present and available to respond to appropriate questions. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement. I am appointing Dan Johnston, our Chief Corporate Secretary and Secretary of this annual meeting. And with that, let me turn the meeting over to Dan to cover a few formalities.

Thank you, 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 as of March 29, 2021, 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 12, 2021, 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 29, 2021. Third, you may vote your shares online prior to closing of the polls. The polls will be closed for voting after we go through each of the 4 proposals to be voted on. You may ask questions pertaining to the proposals presented after we've read through them. Please refer to our rules of conduct available on the meeting center website. Now I'll turn it back to Randall to introduce our inspector of elections.

Thanks, Dan. 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 elections at this meeting. I'll turn it back to Dan now to report on the existence of a quorum.

Thank you, Randall. The inspector of election has reported that proxies have been received for 40,170,041 of the 43,107,334 shares of common stock outstanding on the record date, which represents approximately 93% of the total number of outstanding shares. Therefore, we have a quorum and may now proceed. There are 4 proposals to be considered by the stockholders at 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 4 proposals.

Thank you, Dan. The first item of business is the election of directors. There are 3 Class II directors nominated to serve until the 2024 annual meeting and until their successors are elected. The nominees for Class II directors are myself, Randall A. Lipps, Vance B. Moore, and Mark W. Parrish. 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 resolution. Resolved 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 from the 2021 annual meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the 2020 summary compensation table and other related tables and disclosure. Proposal 3. The third item of business today is to vote to approve the amendment to Omnicell's 2009 equity incentive plan to among other items, add an additional 1.1 million shares to the number of shares of common stock authorized for issuance under the plan. Proposal 4. The fourth item of business today is the ratification of the selection of Deloitte & Touche LLP as Omnicell's independent registered public accounting firm for the year December 31, 2021. That was the final proposal for today's meeting. Are there any questions about these 4 proposals at this time? As a reminder, we ask that any questions pertain only to these proposals.

Thank you, Mr. Chairman. There are no questions at this time.

Okay. So the time now is -- okay, the time is now is 1:38 p.m. and because there are 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?

Sure. So the inspector of elections has provided us with preliminary results and confirmed that we have received the necessary votes required to pass the following: number one, each of the 3 nominees for election as Class II directors of Omnicell, Randall A. Lipps, Vance B. Moore and Mark W. Parrish, has been elected to serve a 3-year term expiring at the 2024 annual meeting. Number two, the advisory approval of the compensation of the company's named executive Officers has passed. Number three, the approval of the company's 2009 equity incentive plan as amended to, among other items, add an additional 1.1 million shares to the number of shares of common stock has passed. And finally, number four, the appointment of Deloitte & Touche LLP as Omnicell's independent registered public accounting firm for the year ending December 31, 2021, has been ratified.

Excellent. Thank you, Dan. We expect to report our preliminary voting results or if available to us on an economy basis, our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the ending 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. With that, this concludes today's meeting, and the meeting is now adjourned. I want to thank you for attending today's meeting and for continuing to support Omnicell on its way to the autonomous pharmacy. Thank you very much.

Thank you. This concludes the meeting. You may disconnect now.