At the Owens & Minor, Inc. (the “Company”) 2019 annual meeting of shareholders, shareholders approved a non-binding shareholder proposal requesting that the Board of Directors (the “Board”) provide for proxy access. Following the 2019 annual meeting, the Governance and Nominating Committee and the Board took the results of this vote into consideration and directed Company management to engage in discussions regarding proxy access with a number of its largest shareholders. This allowed the Company to gain valuable feedback from its shareholders regarding proxy access. Thereafter, on October 10, 2019, the Board approved an amendment and restatement of the Company\’s Bylaws (as amended and restated, the \”Amended and Restated Bylaws\”), to implement proxy access.

Article I, Section 1.10 of the Amended and Restated Bylaws now permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of the outstanding shares of the Company\’s stock eligible to vote in the election of directors continuously for at least three years, to nominate and include in the Company\’s annual meeting proxy materials director candidates to comprise generally up to two or 20% of the Board seats (whichever is greater), provided that such shareholder or group of shareholders satisfies the requirements set forth in Article I, Section 1.10 of the Amended and Restated Bylaws.

The additional eligibility and procedural requirements set forth in Article I, Section 1.10 of the Amended and Restated Bylaws include a requirement that a proxy access shareholder notice must be delivered to the Company not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the immediately preceding mailing date for the notice of annual meeting. Article I, Section 1.10 of the Amended and Restated Bylaws also includes specified requirements that all nominees for directors and nominating shareholder(s) provide certain information, representations and agreements to the Company in order to be eligible to nominate or to serve as a director.

The Amended and Restated Bylaws also include other administrative changes, including changes consistent with the Company\’s current management structure.

The foregoing is a brief description of the amendments to the Company\’s Bylaws and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

(c)Exhibits.

OWENS & MINOR INC/VA/ Exhibit
EX-3.1 2 omibylawsrev10102019.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATEDBYLAWSOFOWENS & MINOR,…
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About Owens & Minor, Inc. (NYSE:OMI)

Owens & Minor, Inc. is a global healthcare services company. The Company provides supply chain assistance to the providers of healthcare services and the manufacturers of healthcare products, supplies and devices in the United States and Europe. The Company operates in two segments: Domestic and International. The Domestic segment includes all functions relating to its role as a medical supply logistics company providing distribution; kitting, including Medical Action Industries Inc., and logistics services to healthcare providers and manufacturers in the United States. The International segment consists of Movianto Group and ArcRoyal. The Company serves customers with a service portfolio that covers procurement, inventory management, delivery and sourcing for the healthcare market. With fully developed networks in the United States and Europe, it serves hospitals, integrated healthcare systems, group purchasing organizations, the United States federal government and pharmaceuticals.