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): February 24, 2014 (February 20, 2014)

Commission File Number: 0-24260

Amedisys, Inc.

(Exact Name of Registrant as specified in its Charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5959 S. Sherwood Forest Blvd., 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)

(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))

Section 5 – Corporate Governance and Management

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

On February 20, 2014, William F. Borne stepped down from his positions as Chief Executive Officer, Chairman and a member of the Board of Directors (the “Board”) of Amedisys, Inc. a Delaware corporation (the “Company”), and all other offices, directorships and other positions held with subsidiaries or affiliates of the Company. In recognition of his 33 years of service since founding the Company in 1982, the Board named Mr. Borne Chairman Emeritus.

Also on February 20, 2014, the Board appointed Ronald A. LaBorde, 57, as the Company’s Interim Chief Executive Officer while a national search for a permanent Chief Executive Officer is being conducted. Mr. LaBorde is the Company’s President (since November 2011) and has served as a member of the Board for over 17 years. He served as the Company’s Chief Financial Officer from January 2012 until his appointment as Interim Chief Executive Officer. He served as the Company’s Lead Director from February 2003 until his employment with the Company in November 2011. Previously, from July 2008 to November 2011, he was the principal executive officer of HR Solutions, LLC, a private company that provides outsourced administration associated with human resources, most recently as its Chief Executive Officer (from September 2010 until November 2011) and as its President (from July 2008 to August 2010). While a search for an interim Chief Financial Officer is being conducted, Mr. LaBorde will continue to serve as the Company’s principal financial officer.

In connection with his appointment as Interim Chief Executive Officer, upon the recommendation and approval of the Compensation Committee of the Board, Mr. LaBorde’s annual base salary was increased from $475,000 to $625,000 effective February 20, 2014. The terms of Mr. LaBorde’s employment with the Company will otherwise continue to be governed by his Employment Agreement dated November 1, 2011, as amended by the First Amendment thereto dated December 29, 2011 and the Second Amendment thereto dated December 19, 2012.

Also on February 20, 2014, the Board appointed Donald A. Washburn, the Chairman of the Nominating and Corporate Governance Committee of the Board and the Company’s previous Lead Director, and David R. Pitts, the Chairman of the Compensation Committee of the Board, non-executive Co-Chairmen of the Board. They will share Board leadership duties. Mr. Washburn has been a member of the Board since 2004, and Mr. Pitts has been a member of the Board since 1997.

In connection with their appointment and in recognition of their increased duties in their new roles, the non-interested members of the Board approved a restricted stock grant of 4,545 shares of nonvested Company common stock to each of Messrs. Washburn and Pitts, 100% of which will vest on February 20, 2015 predicated upon their continued service through the vesting date as a member of the Board.

Mr. Borne is eligible to receive severance compensation in accordance with Section 8(c) of his Amended and Restated Employment Agreement dated January 3, 2011, as amended by the First Amendment thereto dated December 29, 2011 and the Second Amendment thereto dated December 19, 2012. In recognition of Mr. Borne’s years of service to the Company, as approved by the Board upon the recommendation and approval of the Compensation Committee, Mr. Borne will become fully-vested on April 1, 2014 in 59,405 shares of non-vested Company common stock, the right to which would have otherwise been forfeited by Mr. Borne upon the termination of his employment prior to the designated April 1, 2014 vesting date.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On February 24, 2014, the Company issued a press release titled “Amedisys Chairman & CEO William Borne Steps Down – Board Names Ronald LaBorde Interim CEO,” a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference in any filing under the Securities Exchange Act of 1933, as amended, or the Exchange Act.

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Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release titled “Amedisys Chairman & CEO William Borne Steps Down – Board Names Ronald LaBorde Interim CEO”

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMEDISYS, INC.
By:	/s/ Scott G. Ginn
	Scott G. Ginn
	Senior Vice President of Accounting and
	Principal Accounting Officer (dully authorized officer)
DATE:  February 24, 2014

Exhibit Index

Exhibit No.	Description
99.1	Press Release titled “Amedisys Chairman & CEO William Borne Steps Down – Board Names Ronald LaBorde Interim CEO”

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EX-99.1

Exhibit 99.1

Amedisys Chairman & CEO William Borne Steps Down

-- Board Names Ronald LaBorde Interim CEO --

BATON ROUGE, La.--(BUSINESS WIRE)—Feb. 24, 2014-- Amedisys, Inc. (NASDAQ: AMED), one of America’s leading home health and hospice care companies, today announced that William (Bill) F. Borne, Chief Executive Officer and Chairman of the Board, has stepped down as CEO, Chairman and Director. In recognition of his 33 years of service since founding the Company in 1982, the Board of Directors has named Mr. Borne Chairman Emeritus.

The Board of Directors has named President and Chief Financial Officer Ronald (Ronnie) A. LaBorde Interim CEO while a national search for a permanent CEO is being conducted. Mr. LaBorde has served Amedisys for two years in the role of President and CFO. He has been a member of the Company’s Board of Directors for 17 years, serving as Lead Director for nine of those years before accepting his management position within the Company.

The Amedisys Board of Directors also announced that Donald A. Washburn, Lead Director, and David R. Pitts, Director, are now non-executive Board Co-Chairmen and will share duties given their extensive experience in corporate governance, analyst and investor relations, and health care management and consulting. The Board will meet monthly as Washburn and Pitts take a greater oversight role, helping to position Amedisys for strong future performance.

“It’s never easy to see a founder leave, yet it’s not uncommon,” said David Pitts. “Bill had the vision, drive and compassion to build an incredible company that at its core is focused on helping chronically ill patients and their families during their greatest times of need. We thank Bill for his leadership and wish him the best.”

“We’ve asked Ronnie, and he’s agreed, to serve as our Interim CEO as Amedisys addresses head-on its current challenges and drives to achieve its opportunities,” said Don Washburn. “We have great confidence in Ronnie’s leadership and experience to address the changes and evolution of today’s health care landscape. During the past 17 years, we have worked with and supported him in his tenure as a fellow Director and executive, and will continue working closely with him.”

“I look forward to leading the Company during this period of change,” said Ronnie LaBorde. “We have some challenges ahead of us, but given the passion and skill of our team I am confident in our ability to succeed. Quality patient care has been and always will be the cornerstone of our business. We will continue our relentless focus on delivering the highest quality, patient-centered services to the patients who entrust us with their care.”

Amedisys’ Board has retained and engaged The Boston Consulting Group for business and industry analysis and advisement; Korn Ferry to conduct a national CEO search; and ReviveHealth for strategic communications, corporate marketing and health care industry consulting.

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About Amedisys:

Amedisys, Inc. (NASDAQ: AMED) is a leading health care at home company delivering personalized home health and hospice care to more than 360,000 patients each year. More than 2,200 hospitals and 61,900 physicians nationwide have chosen Amedisys as a partner in post-acute care. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based recovery and rehabilitation after an operation or injury, care focused on empowering them to manage a chronic disease, palliative care for those with a terminal illness, or hospice care at the end of life. Amedisys also has the industry’s first-ever nationwide Care Transitions program, designed to reduce unnecessary hospital readmissions through patient and caregiver health coaching and care coordination, which starts in the hospital and continues throughout completion of the patient’s home health plan of care. For more information about the Company, please visit: http://www.amedisys.com.

Our company website address is http://www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission (“SEC”) disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation and Nominating and Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Media Contact:

Shannon McIntyre Hooper

(615) 577-1124

smh@thinkrevivehealth.com

Investor Contact:

Tom Dolan, SVP – Finance and Treasurer

(225) 299-3391

tom.dolan@amedisys.com

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Bios Attached

Ronald A. LaBorde

President and Interim Chief Executive Officer

Ronald A. LaBorde is the president and interim CEO for Amedisys, having previously served as president and Chief Financial Officer for the company. Most recently he served as president of HR Solutions, LLC, a private company that provides outsourced administration associated with human resources. Prior to that, he managed personal investments, which included non-public operating companies, and provided management consulting services to various privately-held companies, including HR Solutions, LLC. His experience includes eight years as president and chief executive officer of Piccadilly Cafeterias, Inc., a publicly traded retail restaurant business. Mr. LaBorde has served on Amedisys’ Board of Directors for 17 years and as Lead Director since 2003.

David R. Pitts

Board Co-Chairman and Director

Mr. Pitts, since 1981, has been Chairman and CEO of Pitts Management Associates, Inc., (PMA), a national hospital and healthcare strategic consulting and restructuring firm. He has more than 45 years experience in health care operations and planning, and has served in senior executive capacities in a number of hospitals, multi-hospital systems, and medical schools. He has served on over 60 governing bodies in publicly-traded, privately-held, and non-profit organizations; most recently as Chairman of the Board of Trustees of the General Health Corporation, Founding Chairman of the Board of Directors of Business First Bank, and Chair of the Church Pension Group. Currently he is Chairman of the Church Investment Group in New York. He is President of the national health care “think tank” Health Insights Foundation, and is a Fellow in several professional organizations. For Amedisys, Mr. Pitts is Co-Chairman, a Director, and Chairman of the Board’s Compensation Committee.

Donald A. Washburn

Board Co-Chairman and Director

Mr. Washburn, a private investor, currently serves as a Director on the Boards of the following publicly-traded companies: (i) LaSalle Hotel Properties, a real estate investment trust; (ii) The Greenbrier Companies, Inc., a manufacturer and lessor of rail cars and barges; and (iii) Key Technology, Inc., which designs and manufactures process automation systems for the food processing and industrial markets. He is also a retired Executive Vice President of Northwest Airlines, Inc. and was the Chairman and President of Northwest Cargo, Inc. Prior to joining Northwest Airlines, Inc., Mr. Washburn was a corporate Senior Vice President of Marriott Corporation, most recently Executive Vice President and general manager of its Courtyard Hotel division. For Amedisys, Mr. Washburn is Co-Chairman and Chairman of the Nominating and Corporate Governance Committee.

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