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 will be voted on: election of three Class I directors, advisory say-on-pay, amendment to the 2009 Equity Incentive Plan, amendment to the Certificate of Incorporation for officer exculpation, and ratification of Deloitte as auditor.

• Shareholders of record as of March 27, 2026, are eligible to vote, with detailed instructions provided for proxy voting and meeting participation.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors to serve until the 2029 annual meeting.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Approve amendment to the 2009 Equity Incentive Plan, adding 1,600,000 shares.

• Proposal 4: Amend Certificate of Incorporation to provide exculpation from personal liability for certain officers as permitted by Delaware law.

• Proposal 5: Ratify Deloitte & Touche LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of nine members, with 89% independence; CEO also serves as Chairman.

• Lead Independent Director role established to enhance independent oversight.

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

• Board diversity includes expertise in healthcare, technology, finance, and ESG; tenure is balanced.

• Stock ownership guidelines require significant equity holdings for directors and executives.