Executive Change · Shareholder Vote

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 9, 2024 Owens & Minor, Inc . (Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ Virginia 001-09810 ​ 54-1701843 (State or other jurisdiction of (Commission ​ (I.R.S. Employer incorporation or organization) File Number) ​ 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           ☐ 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. On May 9, 2024 at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Owens & Minor, Inc. (the “Company”), the shareholders approved Amendment No. 1 (the “Amendment”) to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”). The description of the Amendment included in the Company's proxy statement filed with the Securities and Exchange Commission on March 27, 2024 is incorporated herein by reference. ​ Under the terms of the 2023 Plan, as amended by the Amendment, the Board of Directors (the “Board”) has authorized the Our People & Culture Committee of the Board to grant equity and other incentive awards to employees, non-employee directors and consultants. Each equity grant made pursuant thereto will be evidenced by an agreement between the Company and the person named therein. ​ Item 5.07 Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting on May 9, 2024, the matters described below were voted upon and approved as indicated. There were 76,598,351 shares of common stock entitled to vote at the meeting and 70,719,273 shares were voted in person or by proxy (approximately 92.32 % of shares entitled to vote). ​ (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 66,891,207 684,202 30,087 3,113,777 Gwendolyn M. Bingham 66,827,630 753,451 24,415 3,113,777 Kenneth Gardner-Smith 67,076,877 496,810 31,809 3,113,777 Robert J. Henkel 67,012,152 560,864 32,480 3,113,777 Rita F. Johnson-Mills 66,918,229 661,973 25,294 3,113,777 Stephen W. Klemash 67,347,354 208,945 49,197 3,113,777 Teresa L. Kline 67,234,485 345,544 25,467 3,113,777 Edward A. Pesicka 67,351,295 220,911 33,290 3,113,777 Carissa L. Rollins 67,234,922 345,316 25,258 3,113,777 ​ (2) Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 as follows: ​ Votes ​ Votes For Votes Against Abstentions Broker Non- Votes 69,207,654 1,471,594 40,025 - ​ ​ (3) Approval of Amendment No. 1 to the Owens & Minor, Inc. 2023 Omnibus Incentive Plan, as follows: ​ Votes ​ Votes For Votes Against Abstentions Broker Non- Votes 64,181,423 3,371,256 52,817 3,113,777 ​ (4) Advisory vote to approve the compensation of our named executive officers as follows: ​ Votes ​ Votes For Votes Against Abstentions Broker Non- Votes 66,163,767 1,381,531 60,198 3,113,777 ​ ​ ​ ​ ​ 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 10, 2024 By: /s/ Heath H. Galloway ​ Name:   ​ Heath H. Galloway ​ Title: ​ Executive Vice President, General Counsel and Corporate Secretary ​ ​ ​ ​