Omnicell (OMCL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, and will be held virtually via webcast.

• Five key proposals are up for shareholder vote, including director elections, executive compensation, equity plan amendment, certificate of incorporation amendment, and auditor ratification.

• Only shareholders of record as of March 27, 2026, are eligible to vote.

• Voting can be done electronically, by mail, phone, or internet, with detailed procedures for both record and beneficial owners.

• Proxy materials and annual reports are available online for shareholder review.

Voting matters and shareholder proposals

• Election of three Class I directors to serve until the 2029 annual meeting.

• Advisory vote on named executive officer compensation (say-on-pay).

• Approval of an amendment to the 2009 Equity Incentive Plan to add 1,600,000 shares.

• Amendment to the certificate of incorporation to provide exculpation from personal liability for certain officers and minor updates.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 14, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered three-year terms.

• 89% of directors are independent; CEO is not independent.

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director providing additional oversight.

• Four standing committees: Audit, Compensation, Corporate Governance, and M&A, all with independent members.

• Directors and executive officers are subject to stock ownership guidelines.

• Board and committee attendance exceeded 75% in 2025.