UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 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~~June 1930, 2026

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-33043		94-3166458
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

(877) 415-9990

(Registrant’s telephone number, including area code)

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:

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		OMCL		NASDAQ Global Select Market

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Amendment~~On toJune 30, 2026, the Board of Directors (“Board”) of Omnicell, Inc. ~~2009~~(“Omnicell” ~~Equity~~or the “Company”) appointed Mr. Nnamdi ~~Incentive~~Njoku ~~Plan~~to serve as President of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer of the Company. A press release announcing the appointment and promotion of Mr. Njoku as President of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

AsIn ~~described~~his ~~below~~role ~~under~~as President and ~~Item~~Chief ~~5.07~~Operating ofOfficer, ~~this~~Mr. Njoku ~~Current~~will ~~Report~~shape onand ~~Form~~advance 8Omnicell’s long-K,term atgrowth ~~the~~strategy ~~2026~~and ~~Annual~~innovation ~~Meeting~~roadmap, offocused ~~Stockholders~~on ofscaling ~~Omnicell,~~global operations while seeking ~~Inc.~~to ~~(the~~ensure ~~“Company”)~~seamless ~~held~~operational onexecution ~~May~~and 19excellence across product, ~~2026~~innovation, ~~(the~~and ~~“Annual~~customer ~~Meeting”)~~experience. In connection with Mr. Njoku’s promotion, the Company’s ~~stockholders~~President, ~~approved an~~Chief ~~amendment~~Executive toOfficer ~~the~~and ~~Company’s~~Chairman ~~2009~~of ~~Equity~~the ~~Incentive~~Board, ~~Plan~~Randall A. Lipps, asstepped ~~amended~~down (from his role as ~~amended,~~President of the ~~“Amended~~Company. ~~2009~~Mr. Lipps ~~Plan”),~~will ~~which, among~~continue ~~other~~to ~~items,~~serve ~~added~~as anChief ~~additional~~Executive ~~1,600,000~~Officer ~~shares~~and Chairman toof the ~~number~~Board, ofand ~~shares~~there ofwill ~~common~~be ~~stock~~no ~~authorized~~compensation ~~for~~changes ~~issuance~~in ~~under~~connection ~~the~~with ~~Amended~~Mr. Lipps’ transitioning President duties ~~2009~~to ~~Plan~~Mr. Njoku. Mr. Njoku will continue to report to Mr. Lipps.

~~The~~Before ~~Amended~~being ~~2009~~appointed ~~Plan is~~as ~~described~~President inand ~~detail~~Chief inOperating ~~Proposal~~Officer Noof Omnicell, Mr. Njoku, 3age in49, served as Executive Vice President and Chief Operating Officer of the Company's ~~Definitive~~from ~~Proxy~~October 2024 ~~Statement~~until onJune 2026. ~~Schedule~~Prior ~~14A~~to ~~filed~~joining ~~with~~Omnicell, ~~the~~Mr. Njoku ~~United~~served ~~States~~as ~~Securities~~President – Sports Medicine, Surgical, Upper Extremities and ~~Exchange~~Restorative ~~Commission~~Therapies onof ~~April~~Zimmer 13Biomet Holdings, Inc., ~~2026~~a ~~(the~~global ~~“Proxy~~medical ~~Statement”)~~technology leader, from ~~and~~March 2023 ~~the~~to ~~full~~September 2024. ~~text~~From April 2022 to March 2023, Mr. Njoku served as Senior Vice President & President – Neuromodulation at Medtronic, Inc., a subsidiary of ~~the~~Medtronic ~~Amended~~plc, ~~2009~~a ~~Plan~~leading isglobal ~~attached~~healthcare technology company (“Medtronic”). Prior to ~~the~~that, ~~Proxy~~he ~~Statement~~served as ~~Appendix~~President A.– ~~The~~Mechanical ~~description~~Circulatory ofSupport ~~the~~from ~~Amended~~August 2019 ~~2009~~to ~~Plan~~March 2022, as ~~set~~Vice ~~forth~~President & ~~above~~General isManager a– ~~summary~~Transformative ~~only~~Solutions ~~and~~from isFebruary 2018 ~~qualified~~to inAugust 2019 and as Vice ~~its~~President, ~~entirety~~Surgical bySynergy ~~reference~~from September 2017 to ~~the~~October 2018 ~~full~~at ~~text~~Medtronic. From August 2005 to August 2017, Mr. Njoku held executive operational roles of ~~the~~increasing ~~Amended~~responsibility ~~2009~~at ~~Plan~~Medtronic. Prior to Medtronic, ~~which~~Mr. Njoku isserved ~~filed~~in asoperational ~~Exhibit~~roles of 10increasing responsibility at UnitedHealth Group and Deloitte Consulting.1 toMr. Njoku ~~this~~received ~~Current~~a ~~Report~~Bachelor onof ~~Form~~Arts ~~8-K~~degree in business administration from the University of St. Thomas and ~~incorporated~~an ~~herein~~MBA byfrom ~~reference~~Cornell University.

~~Item~~There 5are no arrangements or understandings between Mr.~~03.~~ Njoku ~~Amendments~~and any other persons pursuant to ~~Articles~~which he was appointed as President. There are no family relationships between Mr. Njoku and any director or executive officer of ~~Incorporation~~the Company, and Mr. Njoku has no direct or ~~Bylaws;~~indirect ~~Change~~material interest in ~~Fiscal~~any ~~Year~~transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

OnIn ~~May~~connection ~~20,~~with ~~2026,~~his ~~the~~appointment and ~~Company~~promotion ~~amended~~to ~~the~~President ~~Company’s Amended~~ and ~~Restated~~Chief ~~Certificate~~Operating ofOfficer, ~~Incorporation~~the toCompensation ~~provide~~Committee ~~exculpation~~of ~~from~~the ~~personal~~Board ~~liability~~approved ~~for~~a ~~certain~~one-time ~~officers~~equity asaward, ~~permitted by~~subject ~~Delaware~~to ~~law~~the terms and ~~make~~conditions ~~certain~~of ~~other~~the ~~minor,~~Company's ~~non-substantive~~2009 ~~updates~~Equity ~~(the~~Incentive ~~“Amendment”)~~Plan byand ~~filing~~applicable aaward ~~Certificate~~agreement, offor ~~Amendment~~ Mr. Njoku with ~~the~~a ~~Secretary~~target grant ofdate ~~State~~value of ~~Delaware.~~approximately ~~The~~$500,000 ~~Amendment~~in ~~was previously approved by~~ the ~~Company’s~~form ~~Board~~ of ~~Directors~~restricted ~~(the~~stock ~~“Board”)~~units, ~~subject~~ toone-third ~~stockholder~~(1/3) ~~approval,~~of ~~and~~which ~~was~~will ~~approved~~vest byfollowing the ~~Company’s~~one-year anniversary ~~stockholders~~of at the ~~Company’s~~grant ~~Annual~~date ~~Meeting.~~and ~~A more complete description of~~ the ~~Amendment~~remaining istwo-thirds ~~set~~(2/3) ~~forth~~will vest in ~~Proposal~~equal 4amounts ~~contained~~on in the ~~Company’s~~two- ~~Proxy~~and ~~Statement.~~three-year ~~Each~~anniversaries of ~~that description and~~ the ~~foregoing~~grant ~~summary~~date, ofrespectively. ~~the~~In ~~Amendment~~his ~~and~~role ~~the~~as ~~Certificate~~President ofand ~~Amendment~~Chief asOperating ~~set~~Officer ~~forth~~of ~~under~~the ~~this~~Company, ~~Item 5~~Mr.03 Njoku’s ~~does~~annual ~~not~~base salary ~~purport~~for to2026 ~~be complete and~~ is ~~subject~~unchanged ~~to,~~ and ~~qualified~~remains ~~in its entirety by~~$661,000 ~~the~~per ~~full~~annum ~~text~~and ofhis ~~the~~target ~~Certificate~~cash ofbonus ~~Amendment,~~for ~~which~~2026 isremains ~~filed~~100% asof ~~Exhibit~~his ~~3.1~~annual ~~to this~~base ~~Current Report on Form 8-K and incorporated herein by reference~~salary.

~~Item~~Mr. Njoku 5will remain eligible to participate in the Company’s Executive Bonus Plan, Executive Severance Plan and other compensation and benefit arrangements applicable to similarly situated executive officers, including certain perquisites and indemnification protections.~~07.~~ ~~Submission~~Descriptions of ~~Matters~~the material terms of such arrangements are incorporated herein by reference to athe ~~Vote~~Company’s ofDefinitive ~~Security~~Proxy ~~Holders~~Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2026 (the “Definitive Proxy Statement”), as may be applicable. The foregoing descriptions are qualified in their entirety by reference to the Definitive Proxy Statement.

OnItem ~~May 19, 2026, the Company held its Annual Meeting~~9. ~~Five items of business, which were described in detail in the Proxy Statement, were acted upon by the stockholders at the Annual Meeting~~01. ~~The~~Financial ~~final~~Statements ~~voting~~and ~~results regarding each proposal are set forth below~~Exhibits.

~~Proposal No~~(d) Exhibits. ~~1: Election of Three Class I Directors to Hold Office Until the 2029 Annual Meeting of Stockholders~~

Joanne B. Bauer, Robin G. Seim and Eileen J. Voynick were elected to serve as members of the Company’s Board until the 2029 Annual Meeting of Stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal.

Exhibit Number		Description of Document
99.1		Press Release entitled “Nnamdi Njoku Appointed President of Omnicell” dated July 1, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Votes were cast as follows for the election of directors:~~SIGNATURES

	For	Withheld	Broker Non-Votes
Joanne B. Bauer	32,947,330	3,808,490	4,704,566
Robin G. Seim	33,423,635	3,332,185	4,704,566
Eileen J. Voynick	34,167,933	2,587,887	4,704,566

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation

	OMNICELL, INC.

	/s/ Corey J. Manley
Date: July 1, 2026	Corey J. Manley
	Executive Vice President and Chief Legal and Administrative Officer

The stockholders voted, on an advisory basis, to approve named executive officer compensation by the following vote:

For		Against		Abstain		Broker Non-Votes
35,277,398		1,461,980		16,442		4,704,566

Proposal No. 3: Approval of an Amendment to the Omnicell, Inc. 2009 Equity Incentive Plan, as Amended

The stockholders voted to approve the Amended 2009 Plan to, among other items, add an additional 1,600,000 shares to the number of shares of common stock authorized for issuance under the Amended 2009 Plan, by the following vote:

For		Against		Abstain		Broker Non-Votes
35,182,712		1,472,716		100,392		4,704,566

Proposal No. 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation

The stockholders voted to approve the Amendment, to provide exculpation from personal liability for certain officers as permitted by Delaware law and make certain other minor, non-substantive updates, by the following vote:

For		Against		Abstain		Broker Non-Votes
34,320,796		2,419,140		15,884		4,704,566

Proposal No. 5: Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the following vote:

For		Against		Abstain
41,224,274		206,940		29,172

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description of Document
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Omnicell, Inc.
10.1		Omnicell, Inc. 2009 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to Omnicell, Inc.’s definitive proxy statement on Schedule 14A for the Omnicell, Inc. 2026 Annual Meeting of Stockholders held May 19, 2026 (File No. 000-33043))*
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* Indicates a management contract, compensation plan, or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	OMNICELL, INC.
Date: May 26, 2026	/s/ Corey J. Manley
	Corey J. Manley
	Executive Vice President and Chief Legal and Administrative Officer

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