UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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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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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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Scott G. Ginn as Acting Chief Operating Officer
On November 21, 2022, Amedisys, Inc. (the “Company”) appointed Scott G. Ginn, the Company’s Executive Vice President and Chief Financial Officer, as Acting Chief Operating Officer, effective immediately. In connection with Mr. Ginn’s appointment as Acting Chief Operating Officer, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the terms of the compensation that will be payable to Mr. Ginn, consisting of: (i) a base salary of $675,000, which reflects an increase of $100,000 from his current base salary, while Mr. Ginn serves in both the Acting Chief Operating Officer and Chief Financial Officer roles, and (ii) an equity award granted on November 21, 2022, comprised of backloaded time-based restricted stock units (“RSUs”) that vest one-half on November 21, 2025 and one-half on November 21, 2026, in each case assuming Mr. Ginn remains continuously employed by the Company on each such vesting date, valued at $2,000,000. Mr. Ginn will continue to participate in the Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers, as amended.
Mr. Ginn, 53, has served as the Company’s Executive Vice President since February 2021 and Chief Financial Officer since October 2017. He previously served as Chief Accounting Officer from February 2017 to October 2017, Senior Vice President of Finance and Accounting from October 2015 to February 2017 and Senior Vice President of Accounting and Controller from April 2007 to October 2015. Mr. Ginn’s full biography is set forth in the Company’s definitive proxy statement for its 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 27, 2022, and is incorporated herein by reference. Mr. Ginn does not have any family relationship with any executive officer or any member of the Board of Directors of the Company, and Mr. Ginn is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Amendment to Executive Officer Severance Plan
On November 21, 2022, the Compensation Committee approved an amendment to the Amedisys Holding, L.L.C. Amended and Restated Severance Plan for Executive Officers (the “Executive Officer Severance Plan”), effective as of November 21, 2022. The Executive Officer Severance Plan amendment:
• | provides Change in Control (as defined in the Executive Officer Severance Plan) level cash severance benefits upon a termination of a covered executive without Cause or a resignation by a covered executive with Good Reason (each as defined in the Executive Officer Severance Plan) that occurs through the end of calendar year 2023, consisting of a cash payment of two times the sum of (A) the covered executive’s base salary, as in effect on the date of employment termination, and (B) the greater of (x) an amount equal to the cash bonus earned by the covered executive for the previous fiscal year or (y) an amount equal to the covered executive’s short-term incentive bonus target percentage for the fiscal year of the employment termination times the covered executive’s base salary, as in effect on the date of the employment termination, subject to compliance with applicable laws and regulations; and |
• | adds a form of release to the Executive Officer Severance Plan, which covered executives must execute in order to receive severance benefits under the Executive Officer Severance Plan. The current Executive Officer Severance Plan already requires covered executives to sign a release; the amendment includes the form of release that will be required of all covered executives. |
A copy of the amendment to the Executive Officer Severance Plan will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
SECTION 7 - REGULATION FD
Item 7.01. | Regulation FD Disclosure. |
On November 22, 2022, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K, announcing Mr. Ginn’s appointment as Acting Chief Operating Officer.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Press Release dated November 22, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Paul B. Kusserow | |
Paul B. Kusserow | ||
Chief Executive Officer and Chairman of the Board | ||
DATE: November 22, 2022 |
Exhibit 99.1
Amedisys Names Scott Ginn Acting Chief Operating Officer
BATON ROUGE, La., November 22, 2022 (GLOBE NEWSWIRE) Amedisys, Inc. (NASDAQ: AMED), a leading provider of home health, hospice, personal care and high-acuity care, names Scott Ginn, Executive Vice President and Chief Financial Officer, its Acting Chief Operating Officer, effective immediately.
I am delighted to have Scott Ginn serving as a trusted partner in this critical role on our leadership team, stated Paul Kusserow, Chairman and CEO of Amedisys. Scott is well respected within Amedisys and the industry and this appointment will generate enormous enthusiasm. I am fully confident that his intimate knowledge of both Amedisys finance and operations will enable us to deliver strong results and continue to provide the industrys best care to our people and our patients.
Ginn has led financial teams at Amedisys since 2007, serving as Senior Vice President of Accounting and Controller and Chief Accounting Officer before being named Chief Financial Officer in 2017 and then being promoted to Executive Vice President in 2021.
As Acting Chief Operating Officer, Ginn will be responsible for all of Amedisys home health, hospice and personal care operations in addition to his current duties as Chief Financial Officer.
I am proud to step into this position and to continue to lead the company Ive had the privilege of serving for 15 years, stated Scott Ginn, Executive Vice President, Chief Financial Officer and Acting Chief Operating Officer. I look forward to working more closely with our operators and capitalizing on the tremendous amount of opportunity ahead of us.
About Amedisys:
Amedisys, Inc. is a leading healthcare at home Company delivering personalized home health, hospice, personal care and high-acuity care services. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based personal care; inpatient hospital, palliative, and skilled nursing facility (SNF) care in their homes; recovery and rehabilitation after an operation or injury; care focused on empowering them to manage a chronic disease; or hospice care at the end of life. More than 3,000 hospitals and 90,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. Founded in 1982, headquartered in Baton Rouge, LA with an executive office in Nashville, TN, Amedisys is a publicly held company. With approximately 21,000 employees, in 547 care centers in 36 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 445,000 patients in need every year, performing more than 11.5 million visits annually. For more information about the Company, please visit: www.amedisys.com.
FORWARD-LOOKING STATEMENTS
Words like believes, belief, expects, strategy, plans, anticipates, intends, projects, estimates, may, might, will, could, would, should and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: the impact of the novel coronavirus pandemic (COVID-19), including the measures that have been and may be taken by governmental authorities to mitigate it, on our business, financial condition and results of operations; the impact of current and proposed federal, state and local vaccine mandates; staffing shortages driven by the competitive labor markets; changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis; changes in Medicare and other medical payment levels; our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively; competition in the healthcare industry; changes in the case mix of patients, the episodic versus non-episodic mix of our payors and payment methodologies; changes in estimates and judgments associated with critical accounting policies; our ability to maintain or establish new patient referral sources; our ability to consistently provide high-quality care; our ability to attract and retain qualified personnel; our ability to keep our patients and employees safe; changes in payments and covered services by federal and state governments; future cost containment initiatives undertaken by third-party payors; our access to financing; our ability to meet debt service requirements and comply with covenants in debt agreements; business disruptions due to natural disasters, climate change or acts of terrorism, widespread protests or civil unrest; our ability to integrate, manage and keep our information systems secure; the impact of inflation; our ability to realize the anticipated benefits of acquisitions, investments and joint ventures; and changes in laws or developments with respect to any litigation relating to the Company, including various other matters, many of which are beyond our control.
Contact: |
||
Nick Muscato | Kendra Kimmons | |
Amedisys, Inc. | Amedisys, Inc. | |
Investor Relations | Media Relations | |
615.928.5452 | 225.299.3720 | |
nick.muscato@amedisys.com | Kendra.kimmons@amedisys.com |
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Document and Entity Information |
Nov. 21, 2022 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | AMEDISYS INC |
Amendment Flag | false |
Entity Central Index Key | 0000896262 |
Document Type | 8-K |
Document Period End Date | Nov. 21, 2022 |
Entity File Number | 0-24260 |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 11-3131700 |
Entity Address, Address Line One | 3854 American Way |
Entity Address, Address Line Two | Suite A |
Entity Address, City or Town | Baton Rouge |
Entity Address, State or Province | LA |
Entity Address, Postal Zip Code | 70816 |
City Area Code | (225) |
Local Phone Number | 292-2031 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.001 per share |
Trading Symbol | AMED |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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