Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 29, 2018, the board of directors of Amedisys, Inc. (the Company) unanimously approved and adopted the Amedisys, Inc.
2018 Omnibus Incentive Compensation Plan (the 2018 Plan), subject to the approval of the Companys stockholders. On June 6, 2018, the Companys stockholders approved the 2018 Plan at the Companys annual meeting of
stockholders (the Annual Meeting). The following summary of the 2018 Plan is qualified in its entirety by reference to the complete text of the 2018 Plan included as Exhibit 10.1 to this Current Report on Form
8-K.
Administration of the 2018 Plan
The Compensation Committee of the Board of Directors, or another committee if designated by the Board (the Committee), will
administer the 2018 Plan. Committee members must meet the director independence standards set forth in the listing requirements of the NASDAQ Global Select Market, be
non-employee
directors, as
that term is defined in the rules promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, and be outside directors, as that term is defined in the regulations promulgated under Section 162(m)
of the Internal Revenue Code of 1986, as amended. With respect to awards under the 2018 Plan that are issued to
non-employee
directors, the 2018 Plan is administered by the independent members of the Board of
Directors.
Shares Available under the 2018 Plan for Equity Grants
Under the 2018 Plan, the total number of shares reserved and available for issuance under the 2018 Plan at any time during the term of the 2018
Plan (including incentive stock options) shall be 2,500,000 shares, which includes 1,254,501 shares remaining available for issuance under the Companys 2008 Omnibus Incentive Compensation Plan as of April 12, 2018, the record date for the
Annual Meeting, subject to adjustment as set forth in the 2018 Plan. In addition, the following categories of shares will be available again for grant under the 2018 Plan:
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awards issued under the 2018 Plan that, subject to stockholder approval, as applicable, (i) are settled in cash in lieu of common stock, (ii) terminate by expiration, forfeiture, cancellation or otherwise
without the issuance of shares and (iii) are exchanged with the Committees permission for awards not involving shares; and
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awards issued under the Companys previously-effective equity compensation plan (the 2008 Plan) that (i) are settled in cash in lieu of common stock, or (ii) terminate by expiration, forfeiture,
cancellation or otherwise without the issuance of shares.
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The 2018 Plan prohibits the reuse of shares that are withheld or
delivered to satisfy the exercise price of a stock option or to satisfy tax withholding requirements.
2018 Plan Termination
The 2018 Plan does not specify a certain termination date. Rather, it will terminate on the date determined by the Board of Directors or by the
Committee.
2018 Plan Participants
The following persons are eligible to participate in the 2018 Plan: (i) all of the Companys employees and all employees of the
Companys 50% or more owned subsidiaries; (ii) all employees of any 20% or more owned affiliates that the Companys Board designates as a participating employer; (iii) the Companys
non-employee
directors; and (iv) certain consultants to the Company and its subsidiaries and affiliates.
Types of Awards Allowed under the 2018 Plan
The 2018 Plan authorizes the grant of the following types of awards to all eligible participants: stock options; stock appreciation rights
(SARs); stock awards; restricted stock; restricted stock units (RSUs); cash bonuses; performance-based awards; and any other award that is consistent with the 2018 Plans purpose.
Non-Employee
Director Awards
The Board of Directors may provide that all or a portion of a
non-employee
directors annual
retainer, meeting fees and/or other awards or compensation be payable (either automatically or at the option of the
non-employee
directors) in the form of nonqualified stock options, restricted stock, RSUs,
and other stock-based awards, subject to the limits set forth in the section titled Award Limits below. The Board of Directors will determine the terms and conditions of any such awards, including those that apply upon the
termination of a
non-employee
directors service as a member of the Board of Directors. Other than with respect to their retainer and other fees, the Board of Directors may also grant to the
Companys
non-employee
directors the same types of awards (other than incentive stock options) under the 2018 Plan that are granted to other participants, upon such terms as the Board of Directors may
determine.
Award Limits
Subject to
adjustment for changes in the Companys capital structure, no participant may receive options, SARs, stock awards, restricted stock or RSUs under the 2018 Plan during any one calendar year that, taken together, relate to more than 750,000
shares. Performance-based awards are subject to a minimum
one-year
vesting period. The vesting period for all other awards must be a minimum of one year from the date of grant; provided that up to
5% of the total shares authorized for delivery under the 2018 Plan may be granted as awards that vest within one year after the date of grant.
The maximum number of shares of common stock subject to awards granted during a single fiscal year to any
non-employee
director, together with any cash fees paid to such
non-employee
director during the fiscal year, cannot exceed a total value of $500,000 (calculating the
value of any awards based on the grant date fair value for financial reporting purposes).
Dividends
The 2018 Plan prohibits the payment of dividends on any unvested award.
Amendments to the 2018 Plan
The Board of
Directors or the Committee may amend the 2018 Plan at any time and from time to time, except that the Board of Directors or the Committee must obtain stockholder approval to adopt any amendment (i) resulting in repricing stock options or
otherwise increasing the benefits accruing to participants or to the Companys
non-employee
directors; (ii) increasing the number of shares of the Companys common stock issuable under the 2018
Plan; (iii) modifying the requirements for eligibility; or (iv) adversely affecting any award previously granted under the 2018 Plan, without the written consent of the affected participant.
The Committee also must obtain stockholder approval if the Committee believes stockholder
approval is necessary or advisable to (i) permit awards to be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended; (ii) comply with the listing or other requirements of an automated quotation
system or stock exchange; or (iii) satisfy any other tax, securities or other applicable laws, policies or regulations.
Amendments to Outstanding
Award Agreements
The Committee may generally amend, modify or terminate any outstanding award, provided that no amendment can
(i) reduce or diminish the value of the award without the participants consent; (ii) extend the original term of an option or SAR without stockholder approval; or (iii) reduce the exercise price of an option or SAR, or cancel an
option or SAR in exchange for cash or other awards or stock options or SARs with an exercise price that is less than the exercise price of the cancelled options or SARs, without prior stockholder approval.
Change in Control
In the event of a
change in control of the Company (as defined in the 2018 Plan), to the extent (i) the successor entity does not assume the awards or substitute an alternative award (as defined in the 2018 Plan), or (ii) the participants
employment with the successor entity is terminated without cause within one year following such change in control:
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all stock options, SARs and any awards to the Companys
non-employee
directors will fully vest;
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all restrictions applicable to any unvested awards will lapse and the awards subject to those restrictions will fully vest; and
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unless otherwise determined by the Board of Directors or the Committee in its sole discretion prior to the change in control, the value of all vested awards will be cashed out at the change in control price
as defined in the 2018 Plan.
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This is generally referred to as double trigger vesting. Notwithstanding the
foregoing, the Board of Directors or the Committee may impose additional conditions in an individuals award notice regarding the acceleration of awards upon a change of control.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, the
Companys stockholders voted on five proposals. A brief description of and tabulation of votes for each proposal are set forth below.
Proposal 1
. The Companys stockholders elected the following nine directors for a
term of one year. There were 1,372,149 broker
non-votes
with respect to the proposal.
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Nominee
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For
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Withheld
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Linda J. Hall, PhD
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30,597,006
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203,241
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Julie D. Klapstein
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30,468,206
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332,041
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Paul B. Kusserow
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30,757,360
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42,887
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Richard A. Lechleiter
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30,595,549
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204,698
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Jake L. Netterville
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30,319,333
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480,914
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Bruce D. Perkins
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30,595,985
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204,262
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Jeffrey A. Rideout, MD
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30,596,137
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204,110
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Donald A. Washburn
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30,326,594
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473,653
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Nathaniel M. Zilkha
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30,465,796
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334,451
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Proposal 2
. The Companys stockholders ratified the selection of KPMG LLP as the Companys independent
registered public accountants for the fiscal year ending December 31, 2018. There were no broker
non-votes
with respect to the proposal.
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For
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Against
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Abstain
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31,812,864
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351,627
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7,905
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Proposal 3
. The Companys stockholders
re-approved
the material terms of
the performance goals under the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan for Internal Revenue Code Section 162(m) purposes. There were 1,372,149 broker
non-votes
with respect to the
proposal.
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For
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Against
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Abstain
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30,445,030
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283,589
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71,628
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Proposal 4
. The Companys stockholders approved the Amedisys, Inc. 2018 Omnibus Incentive Compensation Plan. There
were 1,372,149 broker
non-votes
with respect to the proposal.
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For
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Against
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Abstain
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28,526,230
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2,199,474
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74,543
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Proposal 5
. The Companys stockholders approved, on an advisory
(non-binding)
basis, the compensation paid to the Companys named executive officers. There were 1,372,149 broker
non-votes
with respect to the proposal.
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For
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Against
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Abstain
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29,729,970
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992,559
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77,718
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