Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - OWENS & MINOR INC/VA/ | binghampressrelease_0225xv.htm |
| EX-3.1 - EXHIBIT 3.1 - OWENS & MINOR INC/VA/ | omi_bylawsxasxofx3052020.htm |
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): March 2, 2020
_______________________________________________________
Owens & Minor, Inc.
(Exact name of Registrant as specified in its charter)
_______________________________________________________
Virginia | 54-1701843 | ||
(State or other jurisdiction of incorporation or organization) | (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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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. |
On March 2, 2020, Owens & Minor, Inc. (the “Company”) announced that its Board of Directors (the “Board”) elected retired U.S. Army Lieutenant General Gwendolyn M. Bingham to serve as a director of the Company effective March 5, 2020. The Board has not yet appointed Lieutenant General Bingham to serve on any Committees of the Board.
The Board has determined that Lieutenant General Bingham qualifies as an independent director under New York Stock Exchange listing standards. There are no family relationships between Lieutenant General Bingham and any director or executive officer of the Company or any related party transactions involving Lieutenant General Bingham and the Company. There is no arrangement or understanding between Lieutenant General Bingham and any other person pursuant to which she was selected as a director. Lieutenant General Bingham will participate in our non-employee director compensation program, which currently consists of an annual cash retainer and an annual grant of restricted stock.
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 March 5, 2020, and prior to the election of Lieutenant General Bingham 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 eight directors.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: March 2, 2020 | By: | /s/ Nicholas J. Pace | ||||||
Name: | Nicholas J. Pace | |||||||
Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||