Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

Date of Report (Date of earliest event reported): September 25, 2024

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-33043		94-3166458
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

(877) 415-9990

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		OMCL		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2024, Omnicell, Inc. (“Omnicell” or the “Company”) announced that Nnamdi Njoku, age 48, has been appointed Executive Vice President and Chief Operating Officer of the Company, effective October 7, 2024. A press release announcing the appointment of Omnicell’s Executive Vice President and Chief Operating Officer is attached as Exhibit 99.1 hereto and incorporated herein by reference. Prior to joining Omnicell, Mr. Njoku served as President – Sports Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader, from March 2023 to September 2024. From April 2022 to March 2023, Mr. Njoku served as Senior Vice President & President – Neuromodulation at Medtronic, Inc., a subsidiary of Medtronic plc, a leading global healthcare technology company (“Medtronic”). Prior to that, he served as President - Mechanical Circulatory Support from August 2019 to March 2022, as Vice President & General Manager – Transformative Solutions from February 2018 to August 2019 and as Vice President, Surgical Synergy from September 2017 – October 2018 at Medtronic. From August 2005 to August 2017, Mr. Njoku held executive operational roles of increasing responsibility at Medtronic. Prior to Medtronic, Mr. Njoku served in operational roles of increasing responsibility at UnitedHealth Group and Deloitte Consulting. Mr. Njoku received a Bachelor of Arts degree in business administration from the University of St. Thomas, and an MBA from Cornell University.

There are no arrangements or understandings between Mr. Njoku and any other persons pursuant to which Mr. Njoku was appointed as an executive officer of the Company. There are no family relationships between Mr. Njoku and any director or executive officer of the Company. There are not any transactions or relationships between the Company and Mr. Njoku that would require disclosure pursuant to Item 404 of Regulation S-K.

In his role as Executive Vice President and Chief Operating Officer of the Company, Mr. Njoku will be compensated at an initial base salary of $645,000 per annum and will be eligible for a special fourth quarter cash bonus with a target of $161,250 subject to achieving certain onboarding and assimilation goals. In addition, upon approval by the Company’s Board of Directors (“Board”) or a committee thereof, he will also receive: (i) a one-time equity award with a grant date value of approximately $2,250,000 in the form of restricted stock units (“RSUs”), 25% of which will vest on November 15, 2025, the one-year anniversary of the grant date, and the remaining 75% of which will vest in equal amounts over the subsequent twelve quarters (on each of February 15, May 15, August 15 and November 15, respectively); and (ii) a 2025 annual equity award consisting of: (a) RSUs with a grant date value of approximately $1,500,000, 25% of which will vest following the one-year anniversary of the grant date and the remaining 75% of which will vest in equal amounts over the subsequent twelve quarters (on each of May 15, August 15, November 15 and February 15, respectively) over the remaining three years; and (b) performance-based restricted stock units (“PSUs”) with a grant date value of approximately $1,500,000 of which Mr. Njoku will have an opportunity to earn between 0% and 200% of the PSUs, based upon the Company’s relative total stockholder return percentile ranking performance over a one-year period, which PSUs if earned will typically vest as follows: 25% of the earned PSUs will vest on the performance determination date (typically following the one-year anniversary of the grant date) and the remaining 75% of earned PSUs will vest in equal amounts over the subsequent twelve quarters (on each of November 15, February 15, May 15 and August 15, respectively) over the remaining three years.

Mr. Njoku will be eligible to participate in the Company’s Executive Bonus Plan (the “Executive Bonus Plan”) pursuant to which he has a target cash bonus of 100% of his annual base salary, to be determined based on the achievement of Company financial results and annual incentive goals, subject to changes at the discretion of the Company or Compensation Committee of the Board and the terms of the Executive Bonus Plan.

In addition, Mr. Njoku is eligible for certain severance benefits set forth in the Company’s Executive Severance Plan, as well as indemnity protection under an indemnity agreement with the Company. Mr. Njoku will also be entitled to certain perquisites, including comprehensive annual financial planning, a comprehensive annual physical, and reimbursement for certain expenses, as well as participation in any of the Company’s employee general health and welfare benefit plans made available to all similarly situated U.S. employees.

A copy of the offer letter entered into by and between the Company and Mr. Njoku will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description

99.1		Press Release entitled “Omnicell Appoints Nnamdi Njoku as Executive Vice President and Chief Operating Officer” dated September 25, 2024

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	OMNICELL, INC.

Date: September 25, 2024	/s/ Corey J. Manley
	Corey J. Manley
	Executive Vice President and Chief Legal and Administrative Officer

Exhibit 99.1

For more information, contact:

Kathleen Nemeth

Senior Vice President, Investor Relations

Kathleen.Nemeth@omnicell.com

650-435-3318

Omnicell Appoints Nnamdi Njoku as Executive Vice President and Chief Operating Officer

The Company taps business and operations executive with expertise that spans healthcare and med tech to help scale pharmacy automation and drive multi-year innovation and excellence

FORT WORTH, Texas, -- September 25, 2024—Omnicell, Inc. (Nasdaq: OMCL) (“Omnicell” or the “Company”), a leader in transforming the pharmacy care delivery model, today announced that Nnamdi Njoku has been appointed Executive Vice President and Chief Operating Officer of the Company, effective October 7, 2024.

In this newly created role, Mr. Njoku will report to Randall Lipps, chairman, president, chief executive officer, and founder of Omnicell. Mr. Njoku will lead the Company’s global operations.

Mr. Njoku is a seasoned business executive with approximately 25 years of experience in leading global operations at several global healthcare and medical technology organizations. He most recently served as President – Sports Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc. Prior to this role, Mr. Njoku served more than 18 years at Medtronic plc, a leading global healthcare technology company. Before joining Zimmer Biomet Holdings, Inc., he served as Senior Vice President and President for the Neuromodulation Operating Unit at Medtronic, leading an approximately $2 billion business focused on harnessing the power of neuromodulation to treat conditions like pain and movement disorders. Throughout his career, Mr. Njoku has served in several operational roles of increasing responsibility, including at UnitedHealth Group and Deloitte Consulting.

“We are thrilled to welcome Nnamdi to Omnicell and to have him serving in this newly created role,” stated Mr. Lipps. “Nnamdi has built an incredible reputation within the med tech industry and brings an outstanding combination of purpose-driven and values-based leadership with a solid record of driving business operations at scale. We believe his passion for harnessing the power of technology to improve healthcare access and solve unmet medical needs for all, along with his strategic insights, demonstrated execution capabilities, and leadership experience should help continue to position Omnicell for success.”

“I am excited to be joining Omnicell at this pivotal time in the Company’s rich history,” said Mr. Njoku. “Omnicell has a great track record of creating innovative solutions that are designed to address health systems more pressing issues within medication management. Omnicell’s focus on delivering outcomes-centric innovation that is intended to transform the pharmacy care delivery model inspires me. I couldn’t be happier to be part of this transformation, and I am looking forward to working with Randall and all Omnicell employees, as we focus on helping to improve patients’ lives through our efforts to enhance the future of pharmacy care. I look forward to the positive impact our innovative solutions will continue to have on people and communities.”

About Nnamdi Njoku

Prior to joining Omnicell, Mr. Njoku served as President – Sports Medicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader. Prior to Zimmer Biomet, Mr. Njoku served in various executive and operational leadership roles at Medtronic plc. Prior to Medtronic, Mr. Njoku worked in operational and corporate finance roles at UnitedHealth Group, and began his career at Deloitte Consulting, helping clients optimize their operations. Mr. Njoku served as Vice Chair of People’s Center Healthcare Services, a nationally recognized community health center serving diverse communities in the Minneapolis, Minn. area. He currently sits on the board for the Children’s Theatre Company, the nation’s largest and most acclaimed theatre for young people that serves a multigenerational audience. Mr. Njoku earned a Master of Business Administration from Cornell University and a Bachelor of Arts degree in Business Administration from the University of St. Thomas. He is a Fellow of the fourth class of Aspen Institute’s Health Innovators Fellowship, a member of the Aspen Global Leadership Network.

About Omnicell

Since 1992, Omnicell has been committed to transforming pharmacy care through outcomes-centric innovation designed to optimize clinical and business outcomes across all settings of care. Through a comprehensive portfolio of robotics, smart devices, intelligent software, and expert services, Omnicell solutions are helping healthcare facilities worldwide to reduce costs, improve labor efficiency, establish new revenue streams, enhance supply chain control, support compliance, and move closer to the industry vision of the Autonomous Pharmacy. To learn more, visit omnicell.com.

From time to time, Omnicell may use the Company’s investor relations website and other online social media channels, including its LinkedIn page www.linkedin.com/company/omnicell, and Facebook page www.facebook.com/omnicellinc, to disclose material non-public information and comply with its disclosure obligations under Regulation Fair Disclosure (“Reg FD”).

OMNICELL and the Omnicell logo are registered trademarks of Omnicell, Inc. or one of its subsidiaries.

Forward-Looking Statements

To the extent any statements contained in this press release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, statements including the words “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “plan,” “potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” “seek,” “predict,” “project,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to the occurrence of many events outside Omnicell’s control. Such statements include, but are not limited to, Omnicell’s expectations regarding the new chief operating officer appointment and impact on business strategy, operational excellence and customer experience improvement efforts, our ability to deliver long-term value and statements about Omnicell’s strategy, plans, objectives, promise, purpose and guiding principles, and goals. Actual results and other events may differ significantly from those contemplated by forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, (i) unfavorable general economic and market conditions, including the impact and duration of inflationary pressures, (ii) Omnicell’s ability to recruit and retain skilled and motivated personnel, (iii) risks related to Omnicell’s investments in new business strategies or initiatives, including its transition to selling more products and services on a subscription basis, and its ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions, (iv) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, (v) reduction in demand in the capital equipment market or reduction in the demand for or adoption of our solutions, systems, or services, (vi) delays in installations of our medication management solutions or our more complex medication packaging systems, (vii) risks related to failing to maintain expected service levels when providing our Advanced Services or retaining our Advanced Services customers, (viii) Omnicell’s ability to meet the demands of, or maintain relationships with, its institutional, retail, and specialty pharmacy customers, (ix) continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market, and (x) other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.

OMCL-E

Cover	Sep. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2024
Entity File Number	000-33043
Entity Registrant Name	OMNICELL, INC.
Entity Central Index Key	0000926326
Entity Tax Identification Number	94-3166458
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4220 North Freeway
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76137
City Area Code	877
Local Phone Number	415-9990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OMCL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false