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): April 29, 2021
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 001-09810 | 54-1701843 | |||||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| 9120 Lockwood Boulevard, | Mechanicsville | Virginia | 23116 | ||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
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:
| 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | 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
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
On April 29, 2021, the Board of Directors (the “Board”) of Owens & Minor, Inc. (the "Company") approved an amendment and restatement of the Bylaws of the Company to reduce the number of directors constituting the Board from 10 to eight to reflect the number of directors comprising the Board immediately following the Annual Meeting of Shareholders on April 29, 2021. The Amended and Restated Bylaws of the Company are included as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
At the Company’s 2021 Annual Meeting of Shareholders on April 29, 2021, the matters described below were voted upon and approved as indicated. There were 73,504,099 shares of common stock entitled to vote at the meeting and 67,946,627 shares were voted in person or by proxy (approximately 92.44% of shares entitled to vote).
(1) Election of eight directors, each for a one-year term, as follows:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Aster Angagaw | 61,825,015 | 91,149 | 41,152 | 5,989,311 | ||||||||||
| Mark A. Beck | 60,778,683 | 1,136,547 | 42,086 | 5,989,311 | ||||||||||
| Gwendolyn M. Bingham | 60,898,250 | 1,021,834 | 37,232 | 5,989,311 | ||||||||||
| Robert J. Henkel | 60,571,301 | 1,347,769 | 38,246 | 5,989,311 | ||||||||||
| Stephen W. Klemash | 61,830,048 | 86,493 | 40,775 | 5,989,311 | ||||||||||
| Mark F. McGettrick | 61,698,026 | 222,753 | 36,537 | 5,989,311 | ||||||||||
| Edward A. Pesicka | 61,802,572 | 118,123 | 36,621 | 5,989,311 | ||||||||||
| Michael C. Riordan | 60,886,039 | 1,030,531 | 40,746 | 5,989,311 | ||||||||||
(2) Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2021 as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 66,637,401 | 1,262,931 | 46,295 | — | ||||||||
(3) Advisory vote to approve the compensation of our named executive officers as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 60,758,216 | 1,089,362 | 109,738 | 5,989,311 | ||||||||
| Item 8.01. | Other Events. | ||||
The Board of Directors of the Company approved a second quarter 2021 dividend payment of $0.0025 per share, payable on June 30, 2021, to shareholders of record as of June 15, 2021.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| 3.1 | ||||||||
| 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.
| OWENS & MINOR, INC. | ||||||||||||||||||||||||||
| Date: May 3, 2021 | By: | /s/ Nicholas J. Pace | ||||||||||||||||||||||||
| Name: | Nicholas J. Pace | |||||||||||||||||||||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||||||||||||||||||||