Owens Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Owens Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On May 5, 2017 at the 2017 Annual Meeting of Shareholders (the
Annual Meeting) of Owens Minor, Inc. (the Company), the
shareholders approved the Owens Minor, Inc. 2017 Teammate Stock
Purchase Plan (2017 Plan), which had been approved by the
Company’s Board of Directors on February 9, 2017, subject to
shareholder approval. The description of the 2017 Plan included in
the Company’s proxy statement filed with the Securities and
Exchange Commission on March 22, 2017 is incorporated herein by
reference.

Additionally, on May 5, 2017, following the Annual Meeting of
Shareholders, the Board of Directors (the Board) of the Company
appointed P. Cody Phipps, President Chief Executive Officer, as the
Companys Chairman of the Board. The Board also appointed Anne Marie
Whittemore as Lead Director and approved the following committee
assignments:

Audit Committee>

Lemuel E. Lewis , Chairman

John W. Gerdelman

Eddie N. Moore, Jr.

Robert C. Sledd

Anne Marie Whittemore, ex officio

Compensation Benefits Committee>

Robert C. Sledd, Chairman

Barbara B. Hill

Martha H. Marsh

James E. Rogers

David S. Simmons

Anne Marie Whittemore, ex officio

Governance Nominating Committee>>

Martha H. Marsh, Chairman

Stuart M. Essig

Lemuel E. Lewis

Eddie N. Moore, Jr.

James E. Rogers

Anne Marie Whittemore, ex officio

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On February 9, 2017, the Board of Directors approved an amendment
and restatement of the Bylaws of the Company, to take effect on May
5, 2017, to reduce the number of directors constituting the Board
of Directors from 12 to 11 to reflect the number of directors
comprising the Board immediately following the Annual Meeting of
Shareholders on May 5, 2017. The Amended and Restated Bylaws of the
Company are included as Exhibit 3.1 to this Form 8-K and
incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Companys 2017 Annual Meeting of Shareholders on May 5, 2017,
the matters described below were voted upon and approved as
indicated. There were 61,107,013 shares of common stock entitled to
vote at the meeting and 57,307,659 shares were voted in person or
by proxy (approximately 93.78% of shares entitled to vote).


(1)	Election of eleven directors, each for a one-year term, as follows:



Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
Stuart M. Essig	51,611,668	225,869	117,637	5,352,485
John W. Gerdelman	51,722,834	157,350	74,990	5,352,485
Barbara B. Hill	51,643,247	197,253	114,674	5,352,485
Lemuel E. Lewis	51,627,062	210,709	117,403	5,352,485
Martha H. Marsh	51,661,409	219,276	74,489	5,352,485
Eddie N. Moore, Jr.	51,453,052	414,082	88,040	5,352,485
P. Cody Phipps	50,708,335	1,044,691	202,148	5,352,485
James E. Rogers	51,308,603	557,636	88,935	5,352,485
David S. Simmons	51,647,632	190,764	116,778	5,352,485
Robert C. Sledd	51,524,011	343,377	87,786	5,352,485
Anne Marie Whittemore	50,154,604	1,727,660	72,910	5,352,485


(2)	Approval of the Owens Minor, Inc. 2017 Teammate Stock Purchase Plan as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
51,565,284	293,472	96,418	5,352,485


(3)	Ratification of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017 as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
55,287,498	1,897,760	122,401	5,352,485


(4)	Advisory vote to approve the compensation of our named executive officers as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
48,690,194	3,025,003	239,977	5,352,485

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits.

3.1 Amended and Restated Bylaws of the Company

10.1 Owens Minor, Inc. 2017 Teammate Stock Purchase Plan
(incorporated by reference to Appendix A to the Companys Definitive
Proxy Statement on Schedule 14A filed March 22, 2017 (File No.
001-09810))

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. Owens & Minor, Inc. (NYSE:OMI) Recent Trading Information
Owens & Minor, Inc. (NYSE:OMI) closed its last trading session down -0.26 at 32.53 with 684,583 shares trading hands.