SECTION 2 — FINANCIAL INFORMATION
| ITEM 2.02. |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On February 24, 2021, Amedisys, Inc. (“we,” “us,” “our” or the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information presented in Item 2.02 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 we specifically state that the information is to be considered “filed” under the Exchange Act or specifically incorporate it by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
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 |
Executive Officer Promotions
On February 18, 2021, the Board of Directors (the “Board”) of the Company promoted Christopher T. Gerard, currently the Company’s Chief Operating Officer, to President and Chief Operating Officer, and Scott G. Ginn, currently the Company’s Chief Financial Officer, to Executive Vice President and Chief Financial Officer, effective immediately. Mr. Gerard, age 53, has served as the Company’s Chief Operating Officer since January 2017. He previously served as President for the South Central Region of Kindred at Home, a division of Kindred Healthcare, Inc., a healthcare services company, from 2015 to 2016. Prior to his role as Regional President, Mr. Gerard was the Chief Operating Officer at Kindred at Home from 2014 to 2015. Mr. Gerard joined Kindred in 2012 as Regional Vice President when Kindred acquired IntegraCare Holdings, Inc., a home health, hospice and community care agency based in Grapevine, Texas. Mr. Gerard was an original founder of IntegraCare in 1998 and served as its President and Chief Executive Officer from 2007 to 2012.
Mr. Gerard will continue to participate in the Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers dated as of July 25, 2019 and will continue to receive a base salary, incentive compensation and benefits commensurate with his position and consistent with the Company’s current executive compensation practices. Mr. Gerard does not have a family relationship with any of the current officers or directors of the Company. There is no currently proposed transaction, and since the beginning of fiscal year 2020, there has not been any transaction involving the Company and Mr. Gerard which meets the disclosure requirements of Item 404(a) of Regulation S-K.
Amendment to Paul B. Kusserow’s Employment Agreement
Prior to Mr. Gerard’s promotion, Paul B. Kusserow, the Company’s Chief Executive Officer and Chairman of the Board, also served as the Company’s President in accordance with the terms of the Amended and Restated Employment Agreement, dated September 27, 2018, by and among the Company, Amedisys Holding, L.L.C. and Mr. Kusserow (the “Employment Agreement”). In connection with Mr. Gerard’s promotion to President, the Company and Mr. Kusserow entered into an amendment to the Employment Agreement dated February 18, 2021 (the “Amendment”) to update Mr. Kusserow’s title. As reflected in the Amendment, all other material terms of the Employment Agreement remain unchanged.
The foregoing summary of the material terms of the Amendment is qualified in its entirety by the full and complete terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
