AMEDISYS INC0000896262false00008962622023-06-082023-06-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 8, 2023
Commission File Number: 0-24260
AMEDISYS, INC.
(Exact Name of Registrant as specified in its Charter)
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| Delaware | | 11-3131700 |
(State or other jurisdiction | | (IRS Employer |
of incorporation or organization) | | Identification No.) |
3854 American Way, Suite A, Baton Rouge, LA 70816
(Address of principal executive offices, including zip code)
(225) 292-2031 or (800) 467-2662
(Registrant’s telephone number, including area code)
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):
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | AMED | | The NASDAQ Global Select Market |
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).
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Emerging growth company | ☐ | |
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.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders.
Amedisys, Inc. (the “Company”) held its annual meeting of stockholders on Thursday, June 8, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals. A brief description of and tabulation of votes for each proposal are set forth below.
Proposal 1. The Company’s stockholders elected the following nine directors for a term of one year. There were 1,039,290 broker non-votes with respect to the proposal.
| | | | | | | | |
Nominee | For | Withheld |
Richard M. Ashworth | 28,843,954 | 291,449 |
Vickie L. Capps | 28,530,632 | 604,771 |
Molly J. Coye, MD | 27,497,790 | 1,637,613 |
Julie D. Klapstein | 27,400,427 | 1,734,976 |
Teresa L. Kline | 28,350,393 | 785,010 |
Paul B. Kusserow | 28,352,829 | 782,574 |
Bruce D. Perkins | 28,767,548 | 367,855 |
Jeffrey A. Rideout, MD | 28,534,512 | 600,891 |
Ivanetta Davis Samuels | 28,585,947 | 549,456 |
Proposal 2. The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023. There were no broker non-votes with respect to the proposal.
| | | | | | | | |
For | Against | Abstain |
29,134,996 | 1,030,677 | 9,020 |
Proposal 3. The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers. There were 1,039,290 broker non-votes with respect to the proposal.
| | | | | | | | |
For | Against | Abstain |
25,585,302 | 3,529,623 | 20,478 |
Proposal 4. The Company's stockholders expressed their preference to conduct future advisory votes on executive compensation every year. Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement for the Annual Meeting and the vote of the stockholders at the Annual Meeting, the Board of Directors has determined to include an advisory stockholder vote on executive compensation in the Company's proxy materials every year. This policy will remain in effect until the next stockholder vote on the frequency of stockholder votes on executive compensation. There were 1,039,290 broker non-votes with respect to the proposal.
| | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstain |
| 28,501,033 | 6,372 | 617,416 | 10,582 |
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.
AMEDISYS, INC.
By: /s/ Richard Ashworth
Richard Ashworth
President and Chief Executive Officer
DATE: June 13, 2023
