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EX-99.1 - EX-99.1 - Addus HomeCare Corpd558934dex991.htm

 

 

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): June 19, 2013

 

 

Addus HomeCare Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-34504   20-5340172

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

2401 South Plum Grove Road, Palatine, Illinois   60067
(Address of principal executive offices)   (Zip Code)

(847) 303-5300

(Registrant’s telephone number, including area code)

N/A

(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:

 

¨ 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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders

Addus HomeCare Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 19, 2013. At the Annual Meeting, the Company’s stockholders (i) elected Mark S. Heaney and Simon A. Bachleda to serve as Class I directors for a term expiring at the Annual Meeting in 2016; (ii) approved the amendment and restatement of the Company’s 2009 Stock Incentive Plan; (iii) ratified the selection of BDO USA, LLP as the Company’s independent auditor for fiscal year 2013; (iv) approved, on an advisory, non-binding basis, the Company’s compensation of its executive officers as set forth in the proxy statement filed on April 30, 2013, as amended on May 3, 2013 (the “Proxy Statement”); and (v) approved, on an advisory, non-binding basis, the frequency of holding a non-binding advisory vote on the compensation of executives every third year as disclosed in the Proxy Statement. The votes on these matters are as follows:

1. The election of Messrs. Heaney and Bachleda to serve as Class I directors for a term expiring at the Annual Meeting in 2016:

 

Director

   For      Withhold Authority      Broker Non-Votes  

Mark S. Heaney

     7,570,572         379,454         1,983,006   

Simon A. Bachleda

     7,747,531         202,495         1,983,006   

2. The approval of the amendment and restatement of the Company’s 2009 Stock Incentive Plan:

 

For

   Against      Abstain      Broker Non-Votes  

7,467,859

     467,292         14,875         1,983,006   

The approved copy of the Company’s 2009 Stock Incentive Plan, as amended and restated, is attached hereto as Exhibit 99.1.

3. The ratification of the selection of BDO USA, LLP as the Company’s independent auditor for fiscal year 2013:

 

For

   Against      Abstain      Broker Non-Votes  

9,837,535

     29,634         65,863         0   

4. The approval, on an advisory, non-binding basis, of the Company’s compensation of its executive officers as set forth in the Proxy Statement:

 

For

   Against      Abstain      Broker Non-Votes  

7,859,065

     65,475         25,486         1,983,006   

5. The approval, on an advisory, non-binding basis, the frequency of holding a non-binding advisory vote on the compensation of executives every third year as disclosed in the Proxy Statement:

 

1 Year

   2 Year      3 Year      Abstain      Broker Non-Votes  

3,393,105

     25,457         4,506,477         24,987         1,983,006   

In light of the voting results with respect to the frequency of shareholder votes on the compensation of executives, the Company’s Board of Directors has decided that the Company will hold a non-binding advisory vote on the compensation of its executive officers every third year until the next required non-binding advisory vote on the frequency of shareholder votes on the compensation of the Company’s executive officers. The Company’s Board of Directors will evaluate the results of such non-binding advisory votes on executive compensation at a future meeting and make a determination as to whether the Company will submit future non-binding advisory votes on executive compensation for consideration by shareholders every one, two or three years.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit No.

  

Description

99.1    The Company’s 2009 Stock Incentive Plan, as amended and restated


SIGNATURES

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.

 

Addus HomeCare Corporation
By:  

/s/ Dennis B. Meulemans

Name:   Dennis B. Meulemans
Title:   Chief Financial Officer

Date: June 24, 2013