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): March 12, 2023

Commission File Number: 0-24260

Amedisys, Inc.

(Exact name of registrant as specified in charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation or organization)	(IRS Employer 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)

Not Applicable

(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 (see General Instruction A.2 below):

☐ 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:

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).

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

Appointment of Richard Ashworth as President and Chief Executive Officer

On March 12, 2023, the Board of Directors (the “Board”) of Amedisys, Inc. (the “Company”) appointed Richard Ashworth to serve as the Company’s President and Chief Executive Officer and elected Mr. Ashworth as a director, all effective on April 10, 2023 (the “Effective Date”). Mr. Ashworth will not serve on any committees of the Board. Paul B. Kusserow will cease serving as Chief Executive Officer effective on the Effective Date but will continue serving as Chairman of the Board following the Effective Date.

Mr. Ashworth, 48, previously served as President and CEO, and as a member of the Board of Directors, of Tivity Health since June 2020. Prior to Tivity, Mr. Ashworth was the President of Walgreen Co. from February 2020 to June 2020, where he was responsible for developing the strategies and plans for all Walgreens operations including leadership, development, and management of the business. Mr. Ashworth served as President of Operations of Walgreen Co. from November 2017 to February 2020 and as President of Pharmacy and Retail Operations from 2014 to 2017. In 2013, Mr. Ashworth also led the development and delivery of the healthcare strategy for the strategic partnership with U.K.-based Alliance Boots, which Walgreens later acquired.

In connection with Mr. Ashworth’s appointment as President and Chief Executive Officer, the Compensation Committee of the Board (the “Compensation Committee”) approved the terms of the compensation that will be payable to Mr. Ashworth beginning on the Effective Date:

• an annual base salary of $1,000,000;

• participation in the Company’s annual incentive (cash bonus) plan, with a target bonus of 100% of base salary;

• an annual equity award grant valued at $5 million, comprised of a mix of time-based stock options (25%) that vest ratably over three years, time-based restricted stock units (25%) that vest ratably over three years, and performance-based restricted stock units (50%) that vest based on achievement of an identified performance measure for 2023, subject to modification based on the Company’s relative total stockholder return over a three-year performance period;

• a one-time equity award grant valued at $2.5 million, comprised of time-based restricted stock units that vest 100% one year from the date of grant;

• a one-time equity award grant valued at $5 million, comprised of performance-based restricted stock units that vest 100% on the fifth anniversary of the date of grant if the specified performance condition, tied to performance over the first three years after the date of grant, is met (with a payout of 50% to 300% of the number of restricted stock units granted, depending on the level of performance achieved once a threshold level of performance is met); and

• a one-time cash payment of $250,000 for relocation and other related expenses.

Mr. Ashworth will participate in the Amedisys Holding, L.L.C. Severance Plan for the Chief Executive Officer. He will also, on or about his start date, enter into the Company’s Executive Protective Covenant Agreement and Dispute Resolution Agreement.

Other than as set forth in this Current Report on Form 8-K, there are no arrangements or understandings between Mr. Ashworth and any other person pursuant to which Mr. Ashworth was appointed as an officer and elected as a director. Mr. Ashworth does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Ashworth has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Compensation Payable to Paul B. Kusserow

Mr. Kusserow will continue to receive his current annual base salary of $900,000 through May 17, 2023 as he transitions the Chief Executive Officer role to Mr. Ashworth. Effective May 18, 2023, Mr. Kusserow will no longer be entitled to receive his base salary and will once again receive compensation for his service as Chairman of the Board, which will consist of the annual retainer for service on the Board of $100,000 and an additional annual retainer payable to the Chairman of the Board in the amount of $100,000, plus a one-time payment of $50,000 for transition services related to Contessa. Mr. Kusserow will not receive the 2023 non-employee director annual equity award valued at $150,000 that is granted to the Company’s non-employee directors on or around the date of the 2023 Annual Meeting of Stockholders, but he will be eligible to receive the non-employee director annual equity award beginning in 2024 (so long as Mr. Kusserow continues to serve as a non-employee director at such time).

SECTION 7 - REGULATION FD

Item 7.01. Regulation FD Disclosure.

On March 13, 2023, the Company issued a press release announcing Mr. Ashworth’s appointment as President and Chief Executive Officer of the Company and a member of the Board of Directors, effective April 10, 2023, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

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 Number	Description
99.1	Press Release dated March 13, 2023
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: March 13, 2023

EX-99.1

Exhibit 99.1

Amedisys Board Appoints Richard Ashworth as

New President and Chief Executive Officer

Healthcare leader brings wealth of operational and

business development experience

BATON ROUGE, La., March 13, 2023 – Amedisys, Inc. (NASDAQ: AMED), the leading provider of quality home health, hospice, and high-acuity care services, today announced that its Board of Directors has named Richard Ashworth as President, Chief Executive Officer, and member of the Board of Directors. Ashworth will assume the role on April 10, 2023, from Chief Executive Officer Paul Kusserow. Kusserow will remain Chairman of the Board for Amedisys and will provide support through the transition, with a continued strategic focus on Contessa Health.

Ashworth is a pharmacist and a highly respected and accomplished healthcare executive with expertise in driving transformational growth, large scale operations management, shaping public health policy, and creating shareholder value. Ashworth was most recently President and CEO for Tivity Health, a leading provider of healthy life-changing solutions for Medicare Advantage plans. Under his leadership, Ashworth delivered significant shareholder performance, achieving a return of more than 300%, drove industry leading employee engagement, and built strong relationships with Medicare Advantage payers.

Prior to that, Ashworth served as President of Walgreen Co., and was responsible for creating and delivering the strategic direction of the retail and pharmacy business; leading 275,000 employees to deliver extraordinary customer care and achieving some of the company’s highest employee engagement scores; completely transforming the operating model to empower employees to better focus on the patient- and customer-experience; driving digital acceleration; and overseeing the financial performance of 9,500 locations nationwide with over $115 billion in revenue.

“We are fortunate to find such a capable leader to continue to drive excellence and innovation in providing care in the home,” said Paul Kusserow, Amedisys Chairman and CEO. “Richard is the right leader to shepherd Amedisys into the future as he is uniquely positioned to lead the company with his proven track record of developing and executing on strategies specific to labor and staffing, payer relationships, operational efficiencies, and new business and product development. These are all capabilities we are excited to have, and he has the full support of the Board.”

“I am passionate about patient care and giving Amedisys’ caregivers the tools and support needed to focus on what they do best,” said Richard Ashworth. “I am honored to join an organization whose mission is to allow patients to remain in the home while getting the care that they need, and look forward to working closely with the Board, leadership team and Amedisys’ 20,000+ caregivers as we collectively build on the industry-leading quality care the company is known for and enter into Amedisys’ next chapter of innovation and growth.”

###

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 102,000 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 20,000 employees, in 532 care centers in 37 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 465,000 patients in need every year, performing more than 11.2 million visits annually. For more information about the Company, please visit: www.amedisys.com.

Forward-Looking Statements: When included in this press release, words like “believes,” “belief,” “expects,” “strategy,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “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: changes in Medicare and other medical payment levels; changes in payments and covered services by federal and state governments; future cost containment initiatives undertaken by third-party payors; changes in the episodic versus non-episodic mix of our payors or payment methodologies; changes in the case mix of our patients; staffing shortages driven by the competitive labor market; our ability to attract and retain qualified personnel; competition in the healthcare industry; our ability to maintain or establish new patient referral sources; 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; 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; changes in estimates and judgments associated with critical accounting policies; our ability to consistently provide high-quality care; our ability to keep our patients and employees safe; our access to financing; our ability to meet debt service

requirements and comply with covenants in debt agreements; business disruptions due to natural or man-made disasters, climate change or acts of terrorism, widespread protests or civil unrest; our ability to open care centers, acquire additional care centers and integrate and operate these care centers effectively; our ability to realize the anticipated benefits of acquisitions, investments and joint ventures; our ability to integrate, manage and keep our information systems secure; the impact of inflation; 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.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law.

#     #     #

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

XML

Document and Entity Information	Mar. 12, 2023
Cover [Abstract]
Entity Registrant Name	AMEDISYS INC
Amendment Flag	false
Entity Central Index Key	0000896262
Document Type	8-K
Document Period End Date	Mar. 12, 2023
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