Omnicell, Inc. ($OMCL)

Hello, and welcome to the Annual Meeting of Stockholders of Omnicell, Incorporated. Please note that today's meeting is being recorded. 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. I'm Randall Lipps, Chairman, President, Chief Executive Officer and Founder of Omnicell. I'm very happy to welcome you to Omnicell's 2026 Annual Meeting of Stockholders. We want to thank you all for taking the time to join us today. 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 the 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 members who are with us today. Our Board members joining us online, in addition to me, are Joanne Bauer, Edward Bousa, Mary Garrett, Kaushik Bobby Ghoshal, Mark Parrish, Bruce Scott, Robin Seim and Eileen Voynick. The other officers online with us today are Baird Radford, our Chief Financial Officer; Nnamdi Njoku, our Chief Operating Officer; and Corey Manley, our Chief Legal and Administrative Officer and Corporate Secretary. We are also joined by Eric Lehmann, our Assistant Corporate Secretary, to moderate any questions we receive -- we may receive. Finally, I would also like to introduce Dremeco Seifert, Etienne Akpan and Tarani Vijay Shah 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 of Stockholders and proxy statement. I'm appointing Corey Manley, our Corporate Secretary as the Secretary of this annual 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, I have an affidavit from Omnicell's transfer agent, Computershare Communication Services, certifying that commencing on April 16, 2026, a notice of annual meeting of Omnicell's 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 27, 2026. Second, 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 five 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.

At this time, I'd like to introduce Carolyn Beer of Computershare Trust Company, our transfer agent, who is also joining us today. I'm appointing Ms. Beer to act as the Inspector of Elections at this meeting. I'll turn it back to Corey now to report on the existence of the quorum.

Thank you, Randall. The Inspector of Elections has reported that proxies have been received for at least a majority of the total number of outstanding shares entitled to the vote. Therefore, we have a quorum and may now proceed. There are five 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 five proposals.

Thank you, Corey. The first item of business is the election of directors. There are three Class I directors nominated to serve until 2029 Annual Meeting and until their successors are elected and qualified. The nominees for Class I directors are Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick. The second item of business today is the advisory vote to approve the compensation of the company's named executive officers as described in the proxy statement. The stockholders have been asked to vote on -- advised 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 for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the 2025 summary compensation table and the other related tables and disclosure. The third item of business today is to vote to approve the amendment of the Omnicell 2009 Equity Incentive Plan. As amended to, among other items, increase the number of shares of common stock authorized for issuance under the plan by 1.6 million shares. The fourth item of business today is to vote to approve an amendment to the company's amended and restated Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor and non-substantiative updates. The fifth 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 ending December 31, 2026. That was the final proposal for today's meeting. Are there any questions about the five proposals at this time. As a reminder, we ask that any questions pertain only to these proposals. General business questions will be addressed at the end of the meeting.

Mr. Chair, there are no questions regarding the proposals. Okay, the time is now 4:38 p.m. Eastern, and because there are no questions related to the proposals, the polls are now closed for voting.

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

The Inspector of Elections has provided us with preliminary results and confirmed that all of the director nominees have been elected and all other proposals have passed.

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 four 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 four business days after the final results are known to us. Are there any questions regarding the company's business at this time?

Mr. Chair, there are no questions regarding the company's business at this time.

This concludes today's meeting, and the meeting is now adjourned. Thank you again for attending today's meeting and for your continued support of Omnicell.

This concludes the meeting. You may now disconnect.