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 5, 2015 (April 30, 2015)

 

 

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):

 

¨	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))

 

 

 

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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 April 30, 2015 at the Company’s 2015 Annual Meeting of Shareholders, the Company’s shareholders approved the Owens & Minor, Inc. 2015 Stock Incentive Plan (“2015 Plan”), which had been approved by the Company’s board of directors on February 5, 2015 subject to shareholder approval. The description of the 2015 Plan included in the Company’s proxy statement filed with the Commission on March 18, 2015 is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Company’s 2015 Annual Meeting of Shareholders on April 30, 2015, the matters described below were voted upon and approved as indicated. There were 63,134,439 shares of common stock entitled to vote at the meeting and 57,177,739 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
James L. Bierman			52,317,434				336,861				47,683				4,475,761
Stuart M. Essig			52,408,350				256,734				36,894				4,475,761
John W. Gerdelman			52,454,229				210,072				37,677				4,475,761
Lemuel E. Lewis			52,365,845				299,202				36,931				4,475,761
Martha H. Marsh			52,433,428				228,403				40,147				4,475,761
Eddie N. Moore, Jr.			52,347,054				318,656				36,268				4,475,761
James E. Rogers			52,232,442				429,535				40,001				4,475,761
David S. Simmons			52,478,445				187,004				36,529				4,475,761
Robert C. Sledd			52,280,536				383,929				37,513				4,475,761
Craig R. Smith			52,211,374				452,715				37,889				4,475,761
Anne Marie Whittemore			52,355,748				308,259				37,971				4,475,761

 

(2)

Approval of the Owens & Minor, Inc. 2015 Stock Incentive Plan as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
51,617,225		975,852		108,901		4,475,761

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(3)

Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 as follows:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
56,687,789		445,755		44,195		0

 

(4)

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

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
51,113,753		1,331,129		257,096		4,475,761

Item 9.01. Financial Statements and Exhibits.

 

(c)

Exhibits.

10.1 Owens & Minor, Inc. 2015 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 18, 2015 (File No. 001-09810))

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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 5, 2015				By:		/s/ Grace R. den Hartog
						Name:		Grace R. den Hartog
						Title:		Senior Vice President, General Counsel and Corporate Secretary

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Exhibit Index

 

Exhibit No.		Description
10.1		Owens & Minor, Inc. 2015 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 18, 2015 (File No. 001-09810))