SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2019
Commission File Number: 0-24260
(Exact name of registrant as specified in charter)
|(State or other jurisdiction of||(IRS Employer|
|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
(Registrants 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 (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))
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 1 REGISTRANTS BUSINESS AND OPERATIONS
|Item 1.01.|| |
Entry into a Material Definitive Agreement.
The information provided in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
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 12, 2019, Linda J. Hall, a member of the board of directors (the Board) of Amedisys, Inc. (the Company), notified the Company that she will retire as a director effective as of the date of the Companys 2019 Annual Meeting of Stockholders (the Retirement Date). The decision of Ms. Hall to retire from the Board did not involve any disagreement with the Company regarding any matter related to its operations, policies or practices. The Company entered into a Retirement and Consulting Agreement, dated February 13, 2019, with Ms. Hall (the Retirement and Consulting Agreement) pursuant to which, among other things, Ms. Hall will serve as a consultant to the Company for a one year period beginning on the Retirement Date. Effective on the Retirement Date, the Company will pay Ms. Hall $6,250 per month during the one-year term and will issue Ms. Hall shares of nonvested common stock of the Company valued at $150,000, which will be subject to time-based vesting and will vest 100% on the first anniversary of the Retirement Date, assuming Ms. Hall continues in her role as a consultant through such date and has complied with the terms of the Retirement and Consulting Agreement. The Retirement and Consulting Agreement also provides for a release of any claims Ms. Hall may have against the Company and its affiliates and includes confidentiality and non-disparagement covenants.
The above description of the terms of the Retirement and Consulting Agreement is not complete and is qualified by reference to the complete document, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
SECTION 7 - REGULATION FD
|Item 7.01.|| |
Regulation FD Disclosure.
On February 19, 2019, the Company issued a press release announcing the retirement of Linda J. Hall as a director of the Company, 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.
|10.1||Retirement and Consulting Agreement, dated as of February 13, 2019, by and between Amedisys, Inc. and Linda J. Hall|
|99.1||Press release dated February 19, 2019|
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.
|Paul B. Kusserow|
|President and Chief Executive Officer|
|DATE: February 19, 2019|