UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 11, 2016 (May 6, 2016) Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
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Virginia | | 1-9810 | | 54-1701843 |
(State or other jurisdiction of incorporation | | (Commission File Number) | | (IRS Employer Identification No.) |
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9120 Lockwood Blvd., Mechanicsville, Virginia | | 23116 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (804) 723-7000
Not applicable
(former name or former address, if changed since last report.)
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 (see General Instruction A.2.below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Company’s 2016 Annual Meeting of Shareholders on May 6, 2016, the matters described below were voted upon and approved as indicated. There were 62,850,382 shares of common stock entitled to vote at the meeting and 57,464,832 shares were voted in person or by proxy (approximately 91% of shares entitled to vote).
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(1) | Election of eleven directors, each for a one-year term, as follows: |
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Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Stuart M. Essig | 52,076,743 | 527,972 | 93,943 | 4,766,174 |
John W. Gerdelman | 51,974,490 | 673,577 | 50,591 | 4,766,174 |
Lemuel E. Lewis | 51,935,506 | 712,431 | 50,721 | 4,766,174 |
Martha H. Marsh | 51,615,024 | 994,126 | 89,508 | 4,766,174 |
Eddie N. Moore, Jr. | 51,800,714 | 847,438 | 50,506 | 4,766,174 |
P. Cody Phipps | 52,406,787 | 242,868 | 49,003 | 4,766,174 |
James E. Rogers | 51,840,973 | 764,020 | 93,665 | 4,766,174 |
David S. Simmons | 52,119,171 | 532,741 | 46,746 | 4,766,174 |
Robert C. Sledd | 52,121,445 | 481,117 | 96,096 | 4,766,174 |
Craig R. Smith | 52,103,859 | 537,892 | 56,907 | 4,766,174 |
Anne Marie Whittemore | 52,171,823 | 485,038 | 41,797 | 4,766,174 |
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(2) | Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 as follows: |
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
55,174,405 | 2,255,075 | 35,352 | 0 |
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(3) | Advisory vote to approve the compensation of our named executive officers as follows: |
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
50,459,840 | 2,064,511 | 174,307 | 4,766,174 |
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(4) | Advisory vote on the frequency of a shareholder vote to approve the compensation of our named executive officers as follows: |
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1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
47,407,153 | 125,682 | 5,070,997 | 94,826 | 4,766,174 |
Consistent with the voting results on frequency of the shareholder advisory vote on executive compensation, the Board of Directors has determined that the Company will hold an annual advisory vote on the compensation of its named executive officers until the next required vote on the frequency of shareholder votes on executive compensation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | | | OWENS & MINOR, INC. |
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Date: May 11, 2016 | | | | By: | | /s/ Nicholas J. Pace |
| | | | | | Name: | | Nicholas J. Pace |
| | | | | | Title: | | Senior Vice President, General Counsel and Corporate Secretary |