Owens Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective March 1, 2018 the Board of Directors (the “Board”) of Owens & Minor, Inc. (the “Company”) elected Mark F. McGettrick to the Board. Mr. McGettrick has not yet been appointed to serve on any Committees of the Board.
On February 23, 2018, each of James E. Rogers and David S. Simmons informed the Company they will not stand for re-election as a director of the Company at its 2018 Annual Meeting of Shareholders to be held May 8, 2018.
A copy of the Company’s press release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective March 1, 2018 and prior to the election of Mr. McGettrick as described in Item 5.02 of this Current Report on Form 8-K, the Board approved an amendment to Section 2.2 of Article II of the Company’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from 11 directors to 12 directors. Additionally, the Board approved an amendment to the Bylaws to become effective immediately following the Annual Meeting of Shareholders to reduce the size of the Board from 12 to 10 so that no vacancy exists following the Annual Meeting of Shareholders.
Item 7.01 Regulation FD Disclosure
As disclosed in its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities & Exchange Commission on February 23, 2018, the Company now expects that its previously announced acquisition of Halyard Health’s Surgical & Infection Prevention business will close early in the second quarter of 2018.
OWENS & MINOR INC/VA/ ExhibitEX-3.1 2 directorex31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATEDBYLAWSOFOWENS & MINOR,…To view the full exhibit click here
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.