UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission | (I.R.S. Employer | |
incorporation or organization) | File Number) | Identification No.) | |
(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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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):
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
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2024, the Our People & Culture Committee of the Board of Directors (the “Committee”) of Owens & Minor, Inc. (the “Company”) approved a Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement (the “PSU Agreement”) for the grant of performance stock units (“PSUs”) under the Company’s 2023 Omnibus Incentive Plan (the “Plan”). PSUs provide an opportunity to earn shares of Company common stock if the applicable performance metrics are achieved, subject to the terms and conditions of the PSU Agreement and the Plan. The PSU Agreement also provides an opportunity to earn dividend equivalent payments subject to the terms and conditions set forth in the PSU Agreement.
This summary of the PSU Agreement is qualified in its entirety by the specific language of the PSU Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01Financial 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 1, 2024 | By: | /s/ Heath H. Galloway | ||
Name: |
| Heath H. Galloway | ||
Title: | Executive Vice President, General Counsel and Corporate Secretary |
2023 Omnibus Incentive Plan
PERFORMANCE STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of the Owens & Minor, Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Owens & Minor, Inc., a Virginia corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance-based stock units (the “Performance Stock Units”) set forth below. This award of Performance Stock Units (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), and the Plan, each of which is incorporated herein by reference. As a condition to accepting this Award, you have agreed to be bound by, and promised to abide by, the terms set forth in the Owens & Minor Leadership Teammate Agreement (the “Teammate Agreement”). You expressly acknowledge and affirm that this Award would not be granted to you if you had not agreed to be bound by the Teammate Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Type of Award: | Performance Stock Units |
Participant: | [●] |
Date of Grant: | [●] |
Target Number of Performance Stock Units (“Target PSUs”): | [●] |
Performance Period: | The three fiscal-year period commencing as of [●] and ending on [●] |
Vesting Schedule: | Subject to Section 2 and Section 5 of the Agreement, the Plan and the other terms and conditions set forth herein, the Performance Stock Units shall be earned based on achievement of the performance-vesting conditions set forth on Annex A to the Agreement, so long as you do not incur a Termination of Service prior to the Certification Date. |
By signing below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice, and have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf), facsimile counterparts or similar means of electronic delivery), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
Notwithstanding any provision of this Grant Notice or the Agreement, if you have not executed and delivered the Teammate Agreement and this Grant Notice to the Company within 60 days following the Date of Grant, then this Award will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.
OWENS & MINOR, INC.
By:
Name:
Title:
PARTICIPANT
Name: [●]
Signature Page to
Performance Stock Unit Grant Notice
EXHIBIT A
PERFORMANCE STOCK UNIT AGREEMENT
This Performance Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Owens & Minor, Inc., a Virginia corporation (the “Company”), and [●] (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
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Annex A
[ ]
A-1
Document and Entity Information |
Feb. 28, 2024 |
---|---|
Document and Entity Information [Abstract] | |
Document Period End Date | Feb. 28, 2024 |
Document Type | 8-K |
Entity Registrant Name | Owens & Minor, Inc |
Entity Tax Identification Number | 54-1701843 |
Entity File Number | 001-09810 |
Entity Incorporation, State or Country Code | VA |
Entity Address, Address Line One | 9120 Lockwood Boulevard |
Entity Address, City or Town | Mechanicsville |
Entity Address State Or Province | VA |
Entity Address, Postal Zip Code | 23116 |
Title of 12(b) Security | Common Stock, $2 par value per share |
Trading Symbol | OMI |
Security Exchange Name | NYSE |
Local Phone Number | 723-7000 |
City Area Code | (804) |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000075252 |
Amendment Flag | false |
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