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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 15, 2025
Owens & Minor, Inc.
(Exact name of registrant as specified in its charter)
Virginia |
001-09810 |
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54-1701843 |
(State or other jurisdiction of |
(Commission |
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(I.R.S. Employer |
incorporation or organization) |
File Number) |
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Identification No.) |
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10900 Nuckols Road, Suite 400, Glen Allen, Virginia |
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23060 |
(Address of principal executive |
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offices) |
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(Zip Code) |
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Post Office Box 27626, |
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Richmond, Virginia |
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23261-7626 |
(Mailing address of principal |
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executive offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $2 par value per share |
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OMI |
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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 ☐ 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. ◻ On May 15, 2025 at the 2025 Annual Meeting of Shareholders of Owens & Minor, Inc. (the “Company”), the matters described below were voted upon and approved as indicated. There were 77,254,507 shares of common stock entitled to vote at the meeting and 71,582,948 shares were voted in person or by proxy (approximately 92.66% of shares entitled to vote).
Item 5.07Submission of Matters to a Vote of Security Holders.
| (1) | Election of nine directors, each for a one-year term, as follows: |
Director |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Mark A. Beck |
65,156,358 |
1,190,566 |
31,287 |
5,204,737 |
Gwendolyn M. Bingham |
65,426,171 |
923,015 |
29,025 |
5,204,737 |
Kenneth Gardner-Smith |
65,581,004 |
756,181 |
41,025 |
5,204,737 |
Robert J. Henkel |
65,354,800 |
977,383 |
46,028 |
5,204,737 |
Rita F. Johnson-Mills |
65,413,437 |
921,206 |
43,568 |
5,204,737 |
Stephen W. Klemash |
65,798,447 |
534,214 |
45,550 |
5,204,737 |
Teresa L. Kline |
65,800,922 |
536,082 |
41,207 |
5,204,737 |
Edward A. Pesicka |
65,794,297 |
558,379 |
25,535 |
5,204,737 |
Carissa L. Rollins |
65,803,022 |
535,880 |
39,309 |
5,204,737 |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
69,530,274 |
1,961,932 |
90,742 |
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| (3) | Advisory vote to approve the compensation of our named executive officers as follows: |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
63,157,616 |
3,148,361 |
72,234 |
5,204,737 |
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 16, 2025 |
By: |
/s/ Heath H. Galloway |
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Name: |
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Heath H. Galloway |
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Title: |
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Executive Vice President, General Counsel and Corporate Secretary |
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