8-K

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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2014

GENTIVA HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15669	36-4335801
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia	30339-3314
(Address of principal executive offices)	(Zip Code)
(770) 951-6450
(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:

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

(b) and (c) On May 7, 2014, following the Annual Meeting of Shareholders of Gentiva Health Services, Inc. (the “Company”), the Company’s Board of Directors elected and promoted David A. Causby to the office of President and Chief Operating Officer, effective immediately. Mr. Causby, age 42, has served as Executive Vice President and Chief Operating Officer of the Company since October 2013. He served as senior vice president and president, home health division, of the Company from May 2011 to October 2013, and he served as senior vice president of operations for the home health division from 2008 to May 2011. He previously held various positions with the Company, including vice president of operations for the home health division and vice president of operations for the western region and the Carolinas region. He joined The Healthfield Group, Inc. in 2003 as assistant vice president for the Carolinas prior to its acquisition by the Company. Mr. Causby’s annual base salary will remain at $550,000. Mr. Causby is also a participant in the Company’s Executive Officers Bonus Plan and 2004 Equity Incentive Plan and is a party with the Company to a Change in Control Agreement, Severance Agreement and Indemnification Agreement, all as described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on March 25, 2014.

Effective May 7, 2014, Tony Strange, who served as the Company’s Chief Executive Officer and President, will no longer serve as President, but will continue to serve as the Company’s Chief Executive Officer.

A press release, dated May 13, 2014, announcing Mr. Causby’s election and appointment as President and Chief Operating Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The Company held its Annual Meeting of Shareholders on May 7, 2014. The following is a summary of the final voting results for each matter presented to shareholders at such Annual Meeting:

Proposal No. 1 – Election of Directors

The following individuals were elected as directors to serve until the 2015 Annual Meeting of Shareholders by votes as follows:

Nominees	For		Against		Abstain		Broker Non-Votes
Robert S. Forman, Jr.		29,036,307		441,633		18,312		2,531,353
Victor F. Ganzi		27,790,228		1,688,712		17,312		2,531,353
R. Steven Hicks		28,414,040		1,064,996		17,216		2,531,353
Philip R. Lochner, Jr.		29,026,338		452,678		17,236		2,531,353
Stuart Olsten		27,790,373		1,687,411		18,468		2,531,353
Sheldon M. Retchin		29,034,737		444,280		17,235		2,531,353
Tony Strange		29,005,135		454,657		36,460		2,531,353
Raymond S. Troubh		27,578,250		1,900,610		17,392		2,531,353
Rodney D. Windley		28,482,780		996,058		17,414		2,531,353

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Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its 2014 fiscal year was approved by votes as follows:

For		Against		Abstain		Broker Non-Votes
	31,905,199		106,032		16,374		0

Proposal No. 3 – Non-Binding Advisory Vote on the Compensation of Named Executive Officers

The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the Company’s 2014 proxy statement was approved, and the votes were as follows:

For		Against		Abstain		Broker Non-Votes
	21,594,249		6,243,343		1,658,660		2,531,353

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release dated May 13, 2014

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SIGNATURES

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.

GENTIVA HEALTH SERVICES, INC.

/s/ John N. Camperlengo

John N. Camperlengo

Senior Vice President, General Counsel and Secretary

Date: May 13, 2014

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated May 13, 2014

5

EX-99.1

Exhibit 99.1

Press Release

Financial and Investor Contact:

Eric Slusser

770-951-6101

eric.slusser@gentiva.com

or John Mongelli

770-951-6496

john.mongelli@gentiva.com

Media Contact:

Scott Cianciulli

Brainerd Communicators

212-986-6667

cianciulli@braincomm.com

Gentiva^® Health Services Promotes David Causby to President and Chief Operating Officer

Atlanta, GA, May 13, 2014 – Gentiva Health Services, Inc. (Nasdaq: GTIV) announced today that David Causby will assume the role of President and Chief Operating Officer. Mr. Causby currently serves as the Company’s Chief Operating Officer and will assume the responsibilities of President consistent with his operating responsibilities.

Tony Strange, Gentiva’s Chief Executive Officer, commented, “David has done a great job in leading the day-to-day operations of our business and his commitment and leadership make him the ideal individual to fulfill the important responsibilities of President, in addition to his current role as COO. I am proud of David and his team and look forward to his continued success.”

Mr. Causby became EVP, Chief Operating Officer in October 2013. He was previously President of the Home Health Division since 2011. He joined Gentiva in 2003 and most recently served as the Senior VP of Operations for the Home Health Division. He previously held various other positions at Gentiva, including VP of Operations for the Home Health Division, VP of Operations for the Western Region, and VP of Operations for the Carolinas Region.

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is one of the nation’s largest providers of home health, hospice and community care services, delivering innovative, high quality care to patients

3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339

across the United States. Gentiva is a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; and other therapies and services. GTIV-G

Forward-Looking Statements

Certain statements contained in this news release, including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “expects,” “assumes,” “trends” and similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon the Company’s current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the following: economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; the impact on our Company of healthcare reform legislation and its implementation through governmental regulations; legislative proposals for healthcare reform; changes in Medicare, Medicaid and commercial payer reimbursement levels; the outcome of any inquiries into the Company’s operations and business practices by governmental authorities; compliance with any corporate integrity agreement affecting the Company’s operations; effects of competition in the markets in which the Company operates; liability and other claims asserted against the Company; ability to attract and retain qualified personnel; ability to access capital markets; availability and terms of capital; loss of significant contracts or reduction in revenues associated with major payer sources; ability of customers to pay for services; business disruption due to severe weather conditions, natural disasters, pandemic outbreaks, terrorist acts or cyber attacks; availability, effectiveness, stability and security of the Company’s information technology systems; ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames; ability to maintain compliance with its financial covenants under the Company’s credit agreement; effect on liquidity of the Company’s debt service requirements; and changes in estimates and judgments associated with critical accounting policies and estimates. For a detailed discussion of certain of these and other factors that could cause actual results to differ from those contained in this news release, please refer to the Company’s various filings with the Securities and Exchange Commission, including the “Risk Factors” section contained in the Company’s annual report on Form 10-K for the year ended December 31, 2013.

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