UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2015

Omnicare, Inc.
 (Exact name of Registrant as specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

1-8269
31-1001351
(Commission File Number)
(I.R.S. Employer Identification No.)

900 Omnicare Center
201 East 4th Street
Cincinnati, Ohio 45202
(Address of Principal Executive Offices, Including Zip Code)

(513) 719-2600
(Registrant’s telephone number, including area code)

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))




Item 5.07.    Submission of Matters to a Vote of Security Holders.
On June 1, 2015, Omnicare, Inc. (the “Company”) held its Annual Meeting of Stockholders for which the Company’s Board of Directors solicited proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
At the Annual Meeting, the Company’s stockholders (1) elected nine directors to serve on the Board of Directors, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers and (3) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015. Set forth below are the final voting results for these proposals, each of which were described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 17, 2015:
1.
The election of nine directors to serve on the Company’s Board of Directors.
Nominee
For
Against
Abstain
Broker
Non-Votes
John L. Bernbach
81,335,222
 
1,327,033
 
312,900
 
3,150,918
 
James G. Carlson
82,475,147
 
188,762
 
311,246
 
3,150,918
 
Mark A. Emmert
82,459,555
 
211,791
 
303,809
 
3,150,918
 
Steven J. Heyer
81,235,621
 
1,431,754
 
307,780
 
3,150,918
 
Sam R. Leno
82,425,201
 
237,009
 
312,945
 
3,150,918
 
Nitin Sahney
82,450,176
 
257,034
 
267,945
 
3,150,918
 
Barry P. Schochet
82,471,734
 
191,386
 
312,035
 
3,150,918
 
James D. Shelton
71,618,748
 
11,104,633
 
251,774
 
3,150,918
 
Amy Wallman
81,737,201
 
933,454
 
304,500
 
3,150,918
 

2.
The approval, on an advisory basis, of the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker
Non-Votes
81,755,313
889,836
330,006
3,150,918

3.
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015.
For
Against
Abstain
Broker
Non-Votes
85,236,762
618,183
271,128
—






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 hereunto duly authorized.
 
 
 
 
OMNICARE, INC.


By: /s/ Alexander M. Kayne
 
 
 
Alexander M. Kayne
Senior Vice President, General Counsel
and Secretary

Dated:  June 5, 2015