UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
On June 14, 2021, AdaptHealth Corp. (the “Company”) and Luke McGee, the Company’s former Co-Chief Executive Officer and a former member of the Company’s Board of Directors (the “Board”), agreed that Mr. McGee would resign from all positions with the Company, including as a member of the Board, effective as of June 11, 2021.
As previously disclosed, the Company had placed Mr. McGee on leave on April 13, 2021.
In connection with the resignation of Mr. McGee, the Company and Mr. McGee entered into a Memorandum of Understanding for Settlement (the “MOU”). The MOU provides that Mr. McGee will be entitled to receive: (i) his unpaid base salary from April 13, 2021 (the beginning of his unpaid leave) through June 11, 2021 and (ii) pro rata vesting through June 11, 2021 of Mr. McGee's unvested equity awards that were scheduled to vest as of December 31, 2021. In addition, Mr. McGee has agreed (x) not to sell 40% of the shares of Company Class A Common Stock held by Mr. McGee or his affiliates for nine months and (y) customary standstill restrictions for one year. The MOU includes a mutual release by Mr. McGee and the Company of claims under his Employment Agreement, dated March 20, 2019. Mr. McGee remains subject to the confidentiality and other restrictive covenant obligations set forth in his Restrictive Covenant Agreement, dated March 20, 2019.
The foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of the MOU filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
On June 14, 2021, the Board appointed Stephen Griggs (the Company’s Co-Chief Executive Officer) as Chief Executive Officer, effective immediately.
Item 7.01. Regulation FD Disclosure
On June 14, 2021, the Company issued a press release relating to the matters set forth in Items 5.02 and 8.01, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events
As previously disclosed, a Special Committee of independent directors, established by the Board to oversee a thorough investigation of any connection between Mr. McGee’s private activities and the Company, retained DLA Piper, an independent law firm, to conduct this investigation. DLA Piper reported to the Special Committee on June 11, 2021 that the investigation is substantially complete and that they could state with a high degree of confidence that the Company had no involvement in, or connection to, Mr. McGee’s alleged conduct.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Memorandum of Understanding for Settlement
99.1 Press release, dated June 14, 2021
104 Cover Page Data File (formatted as inline XBRL document)
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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, hereunto duly authorized.
| Dated: June 14, 2021 | ||
| AdaptHealth Corp. | ||
| By: | /s/ Jason Clemens | |
| Name: Jason Clemens | ||
| Title: Chief Financial Officer | ||
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