{"url_path":"/sec/omcl/8-k/2026-07-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/926326/0001104659-26-079606-index.html","accession_number":"0001104659-26-079606","cik":"0000926326","ticker":"OMCL","issuer_name":"OMNICELL, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/926326/0001104659-26-079606-index.html","primary_entity_key":"0000926326","primary_entity_name":"OMNICELL, INC."},"word_count":702,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn June 30, 2026, the\nBoard of Directors (“Board”) of Omnicell, Inc. (“Omnicell” or the “Company”) appointed Mr. Nnamdi\nNjoku to serve as President of the Company, effective July 1, 2026. Mr. Njoku will retain his role of Chief Operating Officer\nof the Company. A press release announcing the appointment and promotion of Mr. Njoku as President of the Company is attached as\nExhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nIn his role as President and\nChief Operating Officer, Mr. Njoku will shape and advance Omnicell’s long-term growth strategy and innovation roadmap, focused on scaling global operations while seeking\nto ensure seamless operational execution and excellence across product, innovation, and customer experience. In\nconnection with Mr. Njoku’s promotion, the Company’s President, Chief Executive Officer and Chairman of the Board, Randall\nA. Lipps, stepped down from his role as President of the Company. Mr. Lipps will continue to serve as Chief Executive Officer and\nChairman of the Board, and there will be no compensation changes in connection with Mr. Lipps’ transitioning President duties\nto Mr. Njoku. Mr. Njoku will continue to report to Mr. Lipps.\n\n \n\nBefore being appointed as\nPresident and Chief Operating Officer of Omnicell, Mr. Njoku, age 49, served as Executive Vice President and Chief Operating Officer\nof the Company from October 2024 until June 2026. Prior to joining Omnicell, Mr. Njoku served as President – Sports\nMedicine, Surgical, Upper Extremities and Restorative Therapies of Zimmer Biomet Holdings, Inc., a global medical technology leader,\nfrom March 2023 to September 2024. From April 2022 to March 2023, Mr. Njoku served as Senior Vice President &\nPresident – Neuromodulation at Medtronic, Inc., a subsidiary of Medtronic plc, a leading global healthcare technology company\n(“Medtronic”). Prior to that, he served as President – Mechanical Circulatory Support from August 2019 to March 2022,\nas Vice President & General Manager – Transformative Solutions from February 2018 to August 2019 and as Vice\nPresident, Surgical Synergy from September 2017 to October 2018 at Medtronic. From August 2005 to August 2017, Mr. Njoku\nheld executive operational roles of increasing responsibility at Medtronic. Prior to Medtronic, Mr. Njoku served in operational roles\nof increasing responsibility at UnitedHealth Group and Deloitte Consulting. Mr. Njoku received a Bachelor of Arts degree in business\nadministration from the University of St. Thomas and an MBA from Cornell University.\n\n \n\nThere are no arrangements\nor understandings between Mr. Njoku and any other persons pursuant to which he was appointed as President. There are no family relationships\nbetween Mr. Njoku and any director or executive officer of the Company, and Mr. Njoku has no direct or indirect material interest\nin any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nIn connection with his appointment\nand promotion to President and Chief Operating Officer, the Compensation Committee of the Board approved a one-time equity award, subject\nto the terms and conditions of the Company's 2009 Equity Incentive Plan and applicable award agreement, for Mr. Njoku with a target\ngrant date value of approximately $500,000 in the form of restricted stock units, one-third (1/3) of which will vest following the one-year\nanniversary of the grant date and the remaining two-thirds (2/3) will vest in equal amounts on the two- and three-year anniversaries of\nthe grant date, respectively. In his role as President and Chief Operating Officer of the Company, Mr. Njoku’s annual base\nsalary for 2026 is unchanged and remains $661,000 per annum and his target cash bonus for 2026 remains 100% of his annual base salary.\n\n \n\nMr. Njoku will remain\neligible to participate in the Company’s Executive Bonus Plan, Executive Severance Plan and other compensation and benefit arrangements\napplicable to similarly situated executive officers, including certain perquisites and indemnification protections. Descriptions of the\nmaterial terms of such arrangements are incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule\n14A filed with the Securities and Exchange Commission on April 13, 2026 (the “Definitive Proxy Statement”), as may be\napplicable. The foregoing descriptions are qualified in their entirety by reference to the Definitive Proxy Statement."}