UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 22, 2022, AdaptHealth Corp. (the “Company”) held the annual meeting of stockholders (the “Annual Meeting”) of the Company via live audio webcast. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 2, 2022 (the “Proxy Statement”). At the beginning of the Annual Meeting, there were 95,985,184 shares of Common Stock present or represented by proxy at the Annual Meeting, which represented 71.49% of the voting power of the shares of Common Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s Common Stock were entitled to one vote for each share of Common Stock held as of the close of business on April 26, 2022, the record date for the Annual Meeting.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
1. To elect three Class III directors for a three-year term;
2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;
3. Non-binding advisory vote to approve the compensation paid to AdaptHealth’s named executive officers; and
4. Non-binding advisory vote to approve the frequency of a non-binding advisory vote on the compensation paid to AdaptHealth’s named executive officers.
The voting results for each of these proposals are set forth below.
1. Election of Class III Directors
| Name | For | Withheld | Broker Non-Vote | |||
| Mr. Brad Coppens | 70,412,846 | 14,427,478 | 11,144,860 | |||
| Dr. Susan Weaver | 75,287,752 | 9,552,572 | 11,144,860 | |||
| Mr. Dale Wolf | 66,925,485 | 17,914,839 | 11,144,860 |
Based on the votes set forth above, each director nominee was duly elected to serve as a Class III director until the Company’s annual meeting of stockholders in 2025, or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.
2. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | |||
| 95,689,467 | 286,696 | 9,021 |
Based on the votes set forth above, the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
3. Non-binding advisory vote to approve the compensation paid to AdaptHealth’s named executive officers
| For | Against | Abstain | Broker Non-Vote | ||||
| 83,592,013 | 1,224,791 | 23,520 | 11,144,860 |
Based on the votes set forth above, the stockholders approved this proposal.
4. Non-binding advisory vote to approve the frequency of a non-binding advisory vote on the compensation paid to AdaptHealth’s named executive officers
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||
| 84,602,870 | 1,489 | 68,811 | 167,154 | 11,144,860 |
Based on the votes set forth above, the stockholders approved a frequency of one year for this proposal.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AdaptHealth Corp. | ||
| By: |
/s/ Jason Clemens |
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| Jason Clemens | ||
| Chief Financial Officer | ||
Dated: June 23, 2022
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