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): February 26, 2021
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
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| Virginia | 001-09810 | | 54-1701843 |
(State or other jurisdiction of incorporation or organization) | (Commission
File Number) | | (I.R.S. Employer Identification No.) |
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| 9120 Lockwood Boulevard, | Mechanicsville | Virginia | 23116 |
| (Address of principal executive offices) | | | (Zip Code) |
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Post Office Box 27626, Richmond, Virginia | | | 23261-7626 |
| (Mailing address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code (804) 723-7000
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $2 par value per share | | OMI | | New York Stock Exchange |
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)) |
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 o 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. o
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 26, 2021, the Compensation & Benefits Committee of the Board of Directors (the “Compensation Committee”) of Owens & Minor, Inc. (the “Company”) approved a Form of Restricted Stock Agreement (the “Restricted Stock Agreement”), a Form of Restricted Stock Unit Award Agreement (the “RSU Agreement”) and a Form of 2021 Performance Stock Unit Award Agreement (the “PSU Agreement” and collectively with the Restricted Stock Agreement and RSU Agreement, the “Award Agreements”) for issuance of equity incentive awards under the Company’s 2018 Stock Incentive Plan (as amended, the “Plan”).
Pursuant to the Plan and the Award Agreements, the Compensation Committee may grant shares of common stock to our directors, executive officers and other eligible participants subject to vesting conditions, including time-based conditions and performance based conditions. Generally, under the terms of the Award Agreements, unvested shares are forfeited if an awardee’s employment with the Company is terminated prior to vesting; provided, that unvested shares may vest pro rata in the event of a not for cause termination of employment or termination of employment as a result of death or disability. Additionally, the Restricted Stock Agreement and RSU Agreement provide for “double-trigger” full vesting in the event of a Change in Control (as defined in the Plan) and subsequent qualifying termination of employment. Unvested performance shares generally fully vest at the target level in the event of a Change in Control.
This summary of the Award Agreements is qualified in its entirety by the specific language of the Award Agreements which are filed as Exhibits to this Report.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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: February 26, 2021 | | | | By: | | /s/ Nicholas J. Pace |
| | | | | | Name: | | Nicholas J. Pace |
| | | | | | Title: | | Executive Vice President, General Counsel and Corporate Secretary |
