OMNICELL INC

​

votes “for” such election shall submit his or her offer of resignation for consideration by our Corporate Governance Committee, which will then consider all of the relevant facts and circumstances and recommend to our Board the action to be taken with respect to such offer of resignation. Our Board will then act on our Corporate Governance Committee’s recommendation within ninety days following certification of the stockholder vote. Promptly following our Board’s decision, we will disclose that decision and an explanation of such decision in a filing with the SEC or a press release. Any director who submits his or her offer to resign from the Board pursuant to this policy shall not participate in deliberations regarding whether to accept the offer of resignation. If a majority of the members of the Corporate Governance Committee are subject to this evaluation process, then the independent directors on the Board who are not subject to the evaluation will appoint a special committee of the Board among themselves solely for the purpose of conducting the required evaluation. This special committee will make the recommendation to the Board otherwise required of the Corporate Governance Committee.

Management Succession Planning

The Corporate Governance Committee periodically reviews, in conjunction with the CEO, the plans for succession to the offices of the Company’s executive officers, including recommendations and evaluations of potential successors, along with any development plans recommended for such individuals. Such succession planning involves both short-term and long-term succession planning and talent management. The Board also has regular and direct exposure to senior leadership in meetings held throughout the year and discusses key leader development and retention. In addition, in 2024 the Board adopted an emergency interim CEO succession plan to address various succession scenarios (e.g., death or serious illness).

Mergers and Acquisitions (M&A) Committee

The M&A Committee is responsible for advising management, and reviewing and evaluating merger and acquisition opportunities brought to the M&A Committee by management. The Board has delegated to the M&A Committee the authority to make all necessary and appropriate approvals on behalf of the Board relating to acquisitions and equity investments by the Company (and its subsidiaries) of a value up to $100 million, although in practice, the M&A Committee generally reports to and discusses all material transactions with the Board prior to final decisions.

The M&A Committee currently consists of five directors: Mr. Bousa (Chair), Mr. Ghoshal, Mr. Scott, Mr. Seim and Ms. Voynick. Following the Annual Meeting, the M&A Committee will continue to be as currently composed. The M&A Committee met one time during fiscal year 2024. Our M&A Committee Charter can be found under “Leadership & Governance — Governance Documents” on the Company’s investor relations website atir.omnicell.com.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Company’s Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to the Corporate Secretary of Omnicell, Inc. at the Company’s principal executive office. These communications will be reviewed by the Corporate Secretary, who will determine whether they should be forwarded to the Board or the identified director(s). The purpose of this screening is to avoid having the Board consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). The screening procedures have been approved by a majority of the independent members of the Board. All communications directed to the Audit Committee in accordance with the Company’s “Open Door Policy for Reporting Complaints Regarding Accounting and Auditing Matters” ​(the “Omnicell Open Door Policy”) that relate to questionable accounting or auditing matters involving the Company will be promptly and directly forwarded to the Audit Committee. The Omnicell Open Door Policy can be found under “Leadership & Governance — Governance Documents” on the Company’s investor relations website atir.omnicell.com.

CODE OF ETHICS

Omnicell has adopted the Omnicell Code of Conduct, a code of ethics that applies to all officers, directors and employees of the Company. The Omnicell Code of Conduct is available under “Leadership &