Executive Change · Shareholder Vote

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 10, 2023 Owens & Minor, Inc. (Exact name of registrant as specified in its charter) Virginia 001-09810 54-1701843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (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): ☐ 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)) 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 May 11, 2023 at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Owens & Minor, Inc. (the “Company”), the shareholders approved the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (the “Plan”). The description of the Plan included in the Company's proxy statement filed with the Securities and Exchange Commission on March 29, 2023 is incorporated herein by reference. Under the terms of the Plan, the Board of Directors (the “Board”) has authorized the Our People & Culture Committee (the “Committee”) of the Board to grant equity and other incentive awards to employees, non-employee directors and consultants. Each equity grant made pursuant thereto will be evidenced by an agreement between the Company and the person named therein. Form of Restricted Stock Unit Agreements On May 10, 2023, the Committee approved a Form of Employee Restricted Stock Unit Grant Notice and Award Agreement (the “RSU Agreement”) and a Form of Non-Employee Director Restricted Stock Unit Grant Notice and Award Agreement (the “Director RSU Agreement”) (collectively the “Award Agreements”) for issuance of equity incentive awards under the Company’s Plan. Pursuant to the Plan and the Award Agreements, the Committee may grant shares of common stock to our directors, executive officers and other eligible participants subject to vesting conditions, including time-based conditions. Generally, under the terms of the RSU Agreement, unvested shares are forfeited if an awardee’s employment with the Company is terminated prior to vesting, except as provided by the Committee or upon written agreement from the Company; provided, that unvested shares will automatically vest as a result of death or disability. Additionally, the RSU Agreement provides for “double-trigger” full vesting in the event of a Change in Control (as defined in the Plan) and subsequent qualifying termination of employment. Under the terms of the Director RSU Agreement, unvested shares are forfeited if an awardee’s service as a non-employee director of the Company terminates prior to vesting, except as provided by the Committee or upon written agreement by the Company. Additionally, the Director RSU Agreement provides for full vesting in the event of a Change in Control (as defined in the Plan). This summary of the Award Agreements is qualified in its entirety by the specific language of the Award Agreements which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting on May 11, 2023, the matters described below were voted upon and approved as indicated. There were 76,192,213 shares of common stock entitled to vote at the meeting and 72,760,190 shares were voted in person or by proxy (approximately 95.50% of shares entitled to vote). 1. Election of nine directors, each for a one-year term, as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Mark A. Beck 68,479,605 500,210 26,978 3,753,397 Gwendolyn M. Bingham 67,353,125 1,626,619 27,049 3,753,397 Kenneth Gardner-Smith 68,286,327 685,584 34,882 3,753,397 Robert J. Henkel 67,861,731 1,110,504 34,558 3,753,397 Rita F. Johnson-Mills 68,205,506 759,471 41,816 3,753,397 Stephen W. Klemash 68,396,191 582,730 27,872 3,753,397 Teresa L. Kline 68,399,390 580,108 27,295 3,753,397 Edward A. Pesicka 68,574,396 401,989 30,408 3,753,397 Carissa L. Rollins 68,531,340 449,083 26,370 3,753,397 2. Approval of the Owens & Minor, Inc. 2023 Omnibus Incentive Plan, as follows: Votes For Votes Against Abstentions Broker Non-Votes 66,871,444 2,091,283 44,066 3,753,397 3. Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 as follows: Votes For Votes Against Abstentions Broker Non-Votes 71,296,840 1,436,856 26,494 — 4. Advisory vote to approve the compensation of our named executive officers as follows: Votes For Votes Against Abstentions Broker Non-Votes 66,736,433 2,218,092 52,268 3,753,397 Item 9.01 Financial Statements and Exhibits. (d)    Exhibits. 10.1 Form of Employee Restricted Stock Unit Grant Notice and Award Agreement 10.2 Form of Non-Employee Director Restricted Stock Unit Grant Notice and Award Agreement 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) 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 12, 2023 By: /s/ Nicholas J. Pace Name: Nicholas J. Pace Title: Executive Vice President, General Counsel and Corporate Secretary