SEC Document


 
 
 
 
 

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)
 
 
 
 
 
 
 
 
 
Virginia
 
1-9810
 
54-1701843
(State or other jurisdiction
of incorporation
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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).

(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
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


(2)
Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 as follows:


Votes For
Votes Against
Abstentions
Broker Non-Votes
55,174,405
2,255,075
35,352
0


(3)
Advisory vote to approve the compensation of our named executive officers as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
50,459,840
2,064,511
174,307
4,766,174

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

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.


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OWENS & MINOR, INC.
 
 
 
 
 
 
 
 
 
Date: May 11, 2016
 
 
 
By:
 
/s/ Nicholas J. Pace
 
 
 
 
 
 
Name:
 
Nicholas J. Pace
 
 
 
 
 
 
Title:
 
Senior Vice President, General Counsel and Corporate Secretary