05/05/2022 - Addus HomeCare Corporation: 2022 Proxy Statement

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2022 proxy statement

May 5, 2022 Frisco, Texas

Dear Shareholders:

I am pleased to invite you to attend Addus HomeCare's 2022 Annual Meeting of Shareholders on June 15, 2022, at 10:00 a.m. (Central Time). In light of continuing concerns about COVID-19 and group gatherings, this year's Annual Meeting will again be a virtual meeting of shareholders held via a live audio webcast atwww.virtualshareholdermeeting.com/ADUS2022. For more information on how to register and attend this year's Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement.

The Notice of Annual Meeting and Proxy Statement that follows describes those matters to be voted on at the meeting. Your proxy card and our 2021 Annual Report to Shareholders (with Form 10-K for the year ended December 31, 2021) are also enclosed.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we recommend that you vote your shares through the enclosed proxy card, by internet or by telephone, to ensure your shares are represented at the Annual Meeting.

Sincerely,

R. Dirk Allison

Chief Executive Officer and

Chairman of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 5, 2022 Frisco, Texas

The Annual Meeting of Shareholders (the ''Annual Meeting'') of Addus HomeCare Corporation, which we refer to as the ''Company,'' will be held on June 15, 2022, at 10:00 a.m. (Central Time). In light of continuing concerns about COVID-19 and group gatherings, this year's Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast atwww.virtualshareholdermeeting.com/ADUS2022. No physical meeting will be held. For more information on how to register and attend this year's Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement. The Annual Meeting will be held for the following purposes:

  • 1. To elect Esteban López, M.D., Jean Rush, and Susan T. Weaver, M.D., FACP, as Class I directors;

  • 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2022;

  • 3. To approve, on an advisory, non-binding basis, the Company's compensation of its named executive officers as disclosed in the attached Proxy Statement; and

  • 4. To transact such other business, if any, as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record, as shown by the transfer books of the Company, at the close of business on April 22, 2022, are entitled to notice of, and to vote at, the Annual Meeting. The Company will make a list of shareholders available electronically on the virtual meeting website during the Annual Meeting for those attending the meeting.

You are requested to vote on these proposals whether or not you plan to attend the Annual Meeting. If you do not attend and vote, you can vote in one of three ways: (i) complete, sign and date the enclosed proxy card and return it promptly; (ii) vote by internet pursuant to the instructions on the enclosed proxy card; or (iii) vote by telephone pursuant to the instructions on the enclosed proxy card. Your vote is important and very much appreciated. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. For further information regarding the individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the enclosed Proxy Statement.

By Order of the Board of Directors,

Brian Poff

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING . . . . . . . . . 1

VOTING AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . 18

INFORMATION ABOUT OUR EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR . . . . . . . . . . . 41

AUDITCOMMITTEEREPORT ........................................................... 42

PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION . . . . . 43

SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS . . . . . . . . 44

GENERALINFORMATION ............................................................... 46

ADDUS HOMECARE CORPORATION

6303 Cowboys Way, Suite 600

Frisco, Texas 75034

PROXY STATEMENT

INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING

Why Did You Send Me this Proxy Statement?

We sent you this Proxy Statement and the enclosed proxy card because the Board of Directors of Addus HomeCare Corporation, which we refer to herein as ''Addus HomeCare,'' ''we,'' ''us,'' ''our'' or the ''Company,'' is soliciting your proxy to vote at the 2022 Annual Meeting of Shareholders (the ''Annual Meeting''). A copy of our 2021 Annual Report to Shareholders (with Form 10-K for the year ended December 31, 2021) accompanies this Proxy Statement. We will begin mailing this Proxy Statement on or about May 5, 2022 to all shareholders entitled to vote.

In accordance with the rules of the Securities and Exchange Commission (the ''SEC''), we are advising our shareholders of the availability on the internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the ''full set delivery'' option, we are delivering to all shareholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly-accessible website.

This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may simply vote in accordance with the instructions contained in this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2022: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, ARE AVAILABLE AT WWW.PROXYVOTE.COM.

How can I register and attend the Annual Meeting?

Our Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by a live audio webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on April 22, 2022, or if you hold a valid proxy for the Annual Meeting. No physical in-person meeting will be held.

You do not have to register in advance to attend the virtual meeting. To attend and participate in the virtual meeting, please visitwww.virtualshareholdermeeting.com/ADUS2022and enter the 16-digit control number included on your proxy card. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described under ''Voting and Other Information'' below. During the meeting, you may submit questions, vote, and examine our shareholder list.

The online meeting will begin promptly at 10:00 a.m. (Central Time) on June 15, 2022. We encourage shareholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting's 10:00 a.m. start time, to ensure you can hear the streaming audio before the Annual Meeting starts. If you experience technical difficulties, please contact the technical support telephone number posted onwww.virtualshareholdermeeting.com/ADUS2022. The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plug-ins. Please ensure that you have a strong internet connection wherever you intend to participate in the meeting.

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Disclaimer

Addus HomeCare Corporation published this content on 05 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 May 2022 13:02:21 UTC.

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