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

Hello, and welcome to the Annual Meeting of Stockholders 2022 Conference Call. [Operator Instructions] It is now my pleasure to turn today's meeting over to Randall Lipps, Chairman, President, Chief Executive Officer and Founder of Omnicell. Mr. Lipps, the floor is yours.

Good afternoon, and thank you for joining us today. I am Randall Lipps, Chairman, President, CEO and Founder of Omnicell. I'm very happy to welcome you to Omnicell's 2022 Annual Meeting of Stockholders. We want to thank all of you for 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 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. Before I call the meeting to order, I'd like to introduce to you members of the Board and Director nominee as well as business team members who are with us today. Our Board members joining us online in addition to me are: Joanne Bauer; Edward Bousa; Vance Moore; Bruce Scott; Robert -- Robin Seim; Bruce Smith; and Sara White. We are also joined by Mary Garrett, our newest Director nominee for election to the Board. The other Omnicell officers online with us today are: Peter Kuipers, Chief Financial Officer; Dan Johnston, Chief Administrative Officer; Christine Mellon, Chief People Officer; Scott Seidelmann, Chief Commercial Officer; and Corey Manley, our Chief Legal Officer and Corporate Secretary. We are also joined by Kathleen Nemeth, our Senior Vice President of Investor Relations, to moderate any questions we may receive. Finally, I would like to introduce Barry Shoemake and Julian Valencia of Deloitte & Touche, 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 our notice of annual meeting and proxy statement. I'm appointing Corey Manley, our Corporate Secretary and secretary of this meeting. And with that, let me turn the meeting over to Corey 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 on March 28, 2022, 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 Communication Services, certifying that commencing on April 13, 2022, 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 28, 2022. 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 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 election.

At this time, I'd like to introduce Audrey Matheny of Computershare Trust Company, our transfer agent, who is joining us today. I'm appointing Ms. Matheny to act as the inspector of elections at this meeting. Turn it back to Corey now to report on the existence of a quorum.

Thank you, Randall. The inspector of elections has reported that proxies have been received for 41,369,130 of the 44,172,973 shares of common stock outstanding on the record date, which represents approximately 93.65% of the total number of outstanding shares. Therefore, we have a quorum, and we 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, Corey. The first item of the business is the election of directors. There are 3 Class III directors nominated to serve until the 2025 annual meeting and until their successors are elected. The nominees for Class III directors are: Edward Bousa; Bruce Scott; and Mary Garrett. 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 stockholders have been asked to vote on an advisory basis on the following resolution. Resolved that the company's stockholders approve on an advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement of the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the 2021 summary compensation table and other related tables and disclosure. The third item of business today is the vote to approve the amendment to Omnicell's 2009 Equity Incentive Plan to, among other things, add an additional 1.1 million shares to the number of shares of common stock authorized for issuance under the plan. The fourth 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, 2022. This was the final proposal for today's meeting. At this time, are there any questions about these 4 proposals? As a reminder, we ask that any questions pertain only to these proposals.

Mr. Chairman, there are no questions.

Okay. The time is now 1:39 p.m. Pacific. And because there are no questions related to the proposals, the polls are now closed for voting.

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

The inspector of elections has provided us with preliminary results and confirm that we have received the necessary votes required to pass the following: each of the 3 nominees for election as Class III directors of Omnicell, Edward Bousa, Bruce Scott and Mary Garrett, has been elected to serve a 3-year term expiring at the 2025 Annual Meeting; the advisory approval of the compensation of the company's named executive officers has passed; the approval of the company's 2009 Equity Incentive Plan as amended to, among other items, at an additional 1.1 million shares to the number of shares of common stock has passed; and the appointment of Deloitte & Touche as Omnicell's independent registered public accounting firm for the year ending December 31, 2022, has been ratified.

Thank you, Corey. We expect to report our preliminary voting results or, if available to us on a timely 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 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 votes are known to us. This concludes today's meeting, and the meeting is adjourned. I'd like to thank Jim Judson for his service many years on the Board as well as Bruce Smith. And welcome, Mary Garrett. Welcome. Thank you again for attending today's meeting and for you continuing to support Omnicell.

This concludes the meeting. You may now disconnect.