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 6, 2014 (May 1, 2014)

 

 

 

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 1, 2014, the Board of Directors amended the Bylaws of Owens & Minor, Inc. (the “Company”) to reduce the number of directors constituting the Board of Directors from eleven to ten to reflect the number of directors comprising the Board immediately following the Annual Meeting of Shareholders on May 1, 2014. The Amended and Restated Bylaws of the Company are included as Exhibit 3.1 to this Form 8-K and incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

The Company held its 2014 Annual Meeting of Shareholders on May 1, 2014 at which the matters described below were voted upon and approved as indicated. There were 63,190,826 shares of common stock entitled to vote at the meeting and 57,241,799 shares were voted in person or by proxy (approximately 91% of shares entitled to vote).

 

(1)

Election of ten directors, each for a one-year term, as follows:

 

Director		Votes For				Votes Against or Withheld				Broker Non-Votes
Stuart M. Essig			52,117,129				223,936				4,900,734
John W. Gerdelman			51,485,506				855,559				4,900,734
Lemuel E. Lewis			51,517,899				823,166				4,900,734
Martha H. Marsh			51,624,576				716,489				4,900,734
Eddie N. Moore, Jr.			51,397,173				943,892				4,900,734
James E. Rogers			51,425,457				915,608				4,900,734
David S. Simmons			52,093,640				247,425				4,900,734
Robert C. Sledd			51,409,232				931,833				4,900,734
Craig R. Smith			50,298,283				2,042,782				4,900,734
Anne Marie Whittemore			51,302,826				1,038,239				4,900,734

 

(2)

Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 as follows:

 

Votes For				Votes Against or Withheld				Abstentions				Broker Non-Votes
	57,016,129				198,657				27,013				0

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(3)

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

 

Votes For				Votes Against or Withheld				Abstentions				Broker Non-Votes
	49,519,134				2,292,681				529,250				4,900,734

 

Item 9.01.

Financial Statements and Exhibits.

 

(c)

Exhibits.

 

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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 6, 2014				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
3.1		Amended and Restated Bylaws of the Company