06/05/2024 - Addus HomeCare Corporation: 2024 Proxy Statement

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2024 proxy statement

May 6, 2024

Frisco, Texas

Dear Shareholders:

I am pleased to invite you to attend Addus HomeCare's 2024 Annual Meeting of Shareholders on June 12, 2024, at 10:00 a.m. (Central Time). Consistent with past practice, and for efficiency, the Annual Meeting will be a virtual meeting of shareholders held via live audio webcast at www.virtualshareholdermeeting.com/ADUS2024. 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 2023 Annual Report to Shareholders (with our Form 10-K for the year ended December 31, 2023) 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 6, 2024

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 12, 2024, at 10:00 a.m. (Central Time). Consistent with past practice, and for efficiency, the Annual Meeting will again be a virtual meeting of shareholders held via live audio webcast at www.virtualshareholdermeeting.com/ADUS2024. 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 R. Dirk Allison, Mark L. First and Darin J. Gordon as Class III directors;
  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2024;
  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 17, 2024, 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

  1. 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 III 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

44

AUDIT COMMITTEE REPORT

45

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

46

SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

47

GENERAL INFORMATION

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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 2024 Annual Meeting of Shareholders (the ''Annual Meeting''). A copy of our 2023 Annual Report to Shareholders (with Form 10-K for the year ended December 31, 2023) accompanies this Proxy Statement. We will begin mailing this Proxy Statement on or about May 6, 2024 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 12, 2024: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023, ARE AVAILABLE AT WWW.PROXYVOTE.COM.

How can I register and attend the Annual Meeting?

We have designed the virtual 2024 Annual Meeting to provide our shareholders substantially the same opportunities to participate as they would have at an in-person meeting. Our Annual Meeting will be completely virtual and 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 17, 2024, 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 visit www.virtualshareholdermeeting.com/ADUS2024 and 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 12, 2024. 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 on www.virtualshareholdermeeting.com/ADUS2024. The virtual meeting platform is fully supported across most

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browsers (for example, Internet Explorer, Firefox, Chrome, and Safari) and devices (for example, desktops, laptops, tablets, and cell phones) 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.

A link to a replay of the Annual Meeting will be available on the Investors Relations section of our website (www.addus.com) under ''Shareholder Meetings'' approximately 24 hours after the meeting ends and will remain available on our website for one month following the meeting.

Can I ask questions at the virtual Annual Meeting?

Shareholders as of the close of business on April 17, 2024, who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/ADUS2024, will have an opportunity to submit questions live via the internet during a designated portion of the meeting. Shareholders must have available their 16-digit control number included on their proxy card. Once past the log-in screen, shareholders will be able to submit questions live during the virtual meeting by typing the question into the ''Ask a Question'' field, and clicking submit. We will answer questions that comply with the meeting rules of conduct (which will be available on the virtual meeting portal) during the Annual Meeting, subject to time constraints.

What Proposals Will Be Voted on at the Annual Meeting?

There are three proposals scheduled to be voted on at the Annual Meeting:

  • The election of R. Dirk Allison, Mark L. First and Darin J. Gordon as Class III directors.
  • The ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditor for the fiscal year ending December 31, 2024.
  • The approval, on an advisory, non-binding basis, of the Company's compensation of its named executive officers as disclosed in this Proxy Statement.

Addus HomeCare's Board of Directors (the ''Board'') recommends that you vote your shares (1) ''FOR'' each of the nominees of the Board; (2) ''FOR'' the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2024; and (3) ''FOR'' advisory approval of the Company's compensation of its named executive officers as disclosed in this Proxy Statement.

VOTING AND OTHER INFORMATION

Who Is Entitled to Vote?

April 17, 2024 is the record date for the Annual Meeting. If you owned shares of our common stock at the close of business on April 17, 2024, you are entitled to vote. As of April 17, 2024, we had 16,370,336 shares of common stock outstanding and entitled to vote at the Annual Meeting. Our common stock is our only class of voting stock.

How Many Votes Do I Have?

You have one vote for each share of our common stock that you owned at the close of business on April 17, 2024.

What Is the Difference Between Holding Shares as a Shareholder of Record and as a Beneficial Owner?

Many of our shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly by Addus HomeCare. As the shareholder of record, you have the right to grant your voting proxy to the proxies listed on the proxy card or to vote in person online at the Annual Meeting. We have enclosed a proxy card for you to use.

Beneficial Owner

If your shares are held in a stock brokerage account or by another nominee, you are considered the beneficial owner of shares held in ''street name,'' and these proxy materials are being forwarded to you by your broker or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have

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the right to direct your broker or nominee how to vote your shares and are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may only vote these shares in person online at the Annual Meeting if you follow the instructions in the materials provided by your broker or other nominee, which may also allow you to use the internet or a toll free telephone number to vote your shares.

How Do I Vote by Proxy?

If you are a shareholder of record, you can vote by mailing in the enclosed proxy card or you can use one of the alternatives below:

  • To vote by telephone: 1-800-690-6903
  • To vote by internet: www.proxyvote.com

Please refer to the specific instructions set forth on the enclosed proxy card. In addition, please have the validation details, located on the proxy card, available when voting your shares. If you choose to vote your shares by telephone or through the internet, there is no need for you to mail back your proxy card.

If you hold your shares in street name, your broker or other nominee will provide you with materials and instructions for voting your shares, which may allow you to use the internet or a toll free telephone number to vote your shares.

May I Revoke My Proxy?

Yes. If you change your mind after you vote, you may revoke your proxy by following any of the procedures described below. To revoke your proxy:

  • Send in another signed proxy with a later date;
  • Send a letter revoking your proxy to Addus HomeCare's Secretary, Brian Poff, at 6303 Cowboys Way, Suite 600, Frisco, Texas 75034;
  • Submit another vote by telephone or over the internet; or
  • Attend the Annual Meeting and vote your shares in person online before your proxy is exercised at the Annual Meeting.

If you hold your shares in street name, your broker or other nominee will provide you with instructions on how to revoke your proxy.

How Do I Vote at the Annual Meeting?

To vote at the Annual Meeting, shareholders should log into www.virtualshareholdermeeting.com/ADUS2024 and follow the instructions provided on the website. If your shares are registered in your name, to vote you will need your 16-digit Control Number provided with your proxy card. If you are a beneficial owner (i.e., your shares are held in the name of your broker or bank), please refer to ''How can I register and attend the Annual Meeting?'' above for information on how to register to attend the Annual Meeting in order to vote your shares at the Annual Meeting.

What Votes Need to be Present to Hold the Annual Meeting?

To have a quorum for our Annual Meeting, persons must be present, in person online or by proxy, representing a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting.

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What Vote Is Required to Approve Each Proposal?

Election of Directors

A plurality voting standard applies to the election of each of the

nominees for Class III director. Therefore, the three directors receiving

the most ''For'' votes from the votes entitled to be cast by shareholders

who are present in person online or represented by proxy at the Annual

Meeting and entitled to vote on the election of directors will be elected.

Ratification of Appointment of

The ratification of the appointment of PricewaterhouseCoopers LLP as

Independent Auditor

independent auditor for the fiscal year ending December 31, 2024

requires the affirmative vote of a majority of the votes entitled to be cast

by shareholders who are present in person online or represented by

proxy at the Annual Meeting and entitled to vote.

Advisory Vote on Named

The approval, on an advisory, non-binding basis, of the Company's

Executive Officer Compensation

compensation of its named executive officers requires the affirmative

vote of a majority of the votes entitled to be cast by shareholders who

are present in person online or represented by proxy at the Annual

Meeting of Shareholders and entitled to vote.

How Are Votes Counted?

In the election of Addus HomeCare's directors, your vote may be cast ''FOR'' the nominee or your vote may be ''WITHHOLD'' with respect to the nominee. For the ratification of Addus HomeCare's independent auditor and the advisory vote on named executive officer compensation, your vote may be cast ''FOR'' or ''AGAINST'' or you may ''ABSTAIN.''

How Would My Shares Be Voted if I Do Not Specify How They Should Be Voted?

If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. We will appoint one or more inspectors of election to count votes cast at the meeting or by proxy.

As noted above, if your shares are held in a stock brokerage account or by another nominee, your broker or nominee will provide you with materials and instructions for you to use in directing your broker or nominee as to how to vote your shares. New York Stock Exchange (''NYSE'') Rule 452 provides that brokers and other nominees may not exercise their voting discretion on specified non-routine matters without receiving instructions from the beneficial owner of the shares. Because Rule 452 applies specifically to securities brokers, virtually all of whom are governed by NYSE rules, Rule 452 applies to all companies listed on a national stock exchange, including companies (such as the Company) listed on the Nasdaq stock market (the ''Nasdaq'').

We expect that the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 (Proposal 2) to be the only proposal that is considered a ''routine'' matter. Accordingly, if your shares are held through a broker or other nominee, that person will have discretion to vote your shares on Proposal 2 if you fail to provide instructions. On the other hand, the election of Class III directors (Proposal 1) and the approval of named executive officer compensation (Proposal 3) will be considered ''non-routine'' matters. Thus, if you do not give your broker or other nominee specific instructions on how to vote your shares with respect to Proposals 1 and 3, your broker or other nominee will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a ''broker non-vote.'' A broker non-vote may also occur if your broker or other nominee fails to vote your shares for any reason. Therefore, if you hold your shares through a broker or other nominee, please instruct that person regarding how to vote your shares on at least Proposal 1 and Proposal 3.

What Is the Effect of Broker Non-Votes, Abstentions and Withhold Votes?

With respect to Proposal 1, you may vote ''FOR'' or ''WITHHOLD'' for each director nominee. A vote to withhold or a broker non-vote will not affect the outcome of the election, because each director nominee is elected by plurality. With respect to Proposals 2 and 3, abstentions have the same effect as negative votes because, in order

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Disclaimer

Addus HomeCare Corporation published this content on 06 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2024 20:52:05 UTC.

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