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Executive Change · Bylaw Amendment

Filed Jun 1, 2022 · 4y ago · Accession 0000075252-22-000041

Plain English

Material event — a significant development the company must disclose promptly.

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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): June 1, 2022 Owens & Minor, Inc. (Exact name of registrant as specified in its charter) Virginia 001-09810 54-1701843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 9120 Lockwood Boulevard,   Mechanicsville Virginia 23116 (Address of principal executive offices) (Zip Code) Post Office Box 27626, Richmond, Virginia 23261-7626 (Mailing address of principal executive offices) (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 Trading Symbol(s) Name of each exchange on which registered Common Stock, $2 par value per share OMI 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      o 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.              o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective June 1, 2022, the Board of Directors (the “Board”) of Owens & Minor, Inc. (the “Company”) elected two directors, Rita F. Johnson-Mills and Teresa L. Kline (the “Elected Directors”), to serve on the Board of the Company. The Board also appointed Ms. Johnson-Mills to serve on the Our People & Culture and the Governance & Nominating Committees of the Board, and appointed Ms. Kline to serve on the Audit and Governance & Nominating Committees of the Board. The Board has determined that each of the Elected Directors qualify as financially literate and as independent directors under New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines. There are no family relationships between any of the Elected Directors and any director or executive officer of the Company or any related party transactions involving any of the Elected Directors and the Company. There is no arrangement or understanding between the Elected Directors and any other person pursuant to which any of the Elected Directors were selected as a director. The Elected Directors will participate in our non-employee director compensation program, which currently consists of an annual cash retainer and an annual grant of restricted stock pro-rated for time of service on the Company’s Board prior to the Company’s 2023 Annual Meeting of Shareholders. A copy of the Company’s press release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective June 1, 2022, and prior to the election of the Elected Directors as described in Item 5.02 of this Current Report on Form 8-K, the Board approved an amendment to Section 2.2 of Article II of the Company’s Amended and Restated Bylaws (the “Bylaws”) to increase the size of the Board from seven directors to nine directors. This summary of the Bylaws is qualified in its entirety by the specific language of the Bylaws which are filed as an Exhibit to this Report. Item 9.01 Financial Statements and Exhibits. (d)    Exhibits. 3.1 Amended and Restated Bylaws of the Company effective June 1, 2022 99.1 Press release issued by the Company on J une 1 , 2022 announcing the election of Rita F. Johnson-Mills and Teresa L. Kline 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) 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: June 1, 2022 By: /s/ Nicholas J. Pace Name: Nicholas J. Pace Title: Executive Vice President, General Counsel and Corporate Secretary
Filing details
Ticker
ACH
CIK
75252
Form type
8-K
Filing date
Jun 1, 2022
Report date
Jun 1, 2022
Document
omi-20220601.htm
Size
980 KB