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 5, 2010 (April 30, 2010)

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective April 30, 2010, the board of directors of Owens & Minor, Inc. (the “Company”) appointed D. Andrew Edwards as Vice President, Finance and Chief Accounting Officer of the Company to replace retiring Vice President, Controller, Olwen B. Cape. Additional information about Mr. Edwards and his compensation by the Company is set forth in a previously filed Current Report on Form 8-K dated December 3, 2009.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held its 2010 Annual Meeting of Shareholders on April 30, 2010 at which the matters described below were voted upon and approved as indicated.

 

(1)

Election of 12 directors, each for a one-year term, as follows:

 

Director		Votes For		Votes Against or Withheld		Abstentions		Broker Non-Votes
A. Marshall Acuff		35,314,211		341,217		0		3,082,275
J. Alfred Broaddus, Jr.		35,342,745		312,683		0		3,082,275
John T. Crotty		35,257,160		398,268		0		3,082,275
Richard E. Fogg		35,499,664		155,764		0		3,082,275
G. Gilmer Minor, III		35,253,419		402,009		0		3,082,275
Eddie N. Moore, Jr.		35,498,732		156,696		0		3,082,275
Peter S. Redding		35,257,325		398,103		0		3,082,275
James E. Rogers		35,259,736		395,692		0		3,082,275
Robert C. Sledd		35,300,994		354,434		0		3,082,275
Craig R. Smith		35,287,366		368,062		0		3,082,275
James E. Ukrop		35,246,969		408,459		0		3,082,275
Anne Marie Whittemore		35,107,891		547,537		0		3,082,275

 

(2)

Re-approval of performance goals under the Owens & Minor, Inc. 2005 Stock Incentive Plan as follows:

 

Votes For		Votes Against or Withheld		Abstentions		Broker Non-Votes
33,642,677		3,966,380		1,128,645		0

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(3)

Approval of an amendment to increase the individual incentive award limit under the Owens & Minor 2005 Stock Incentive Plan as follows:

 

Votes For		Votes Against or Withheld		Abstentions		Broker Non-Votes
33,081,308		4,503,278		1,153,116		0

 

(4)

Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 as follows:

 

Votes For		Votes Against or Withheld		Abstentions		Broker Non-Votes
38,254,417		467,485		15,800		0

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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 5, 2010		By:		/s/ Grace R. den Hartog
				Name: Grace R. den Hartog
				Title:   Senior Vice President, General             Counsel and Corporate Secretary