8-K

ADDUS HOMECARE CORPORATION

Date: June 12, 2024

/s/ Brian Poff

Brian Poff

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2024

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)	(I.R.S. Employer Identification No.)

6303 Cowboys Way, Suite 600

Frisco, Texas

75034

(Address of principal executive offices)

(Zip Code)

(469) 535-8200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ADUS	The Nasdaq Stock Market, LLC

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2024 annual meeting of the stockholders (the “Annual Meeting”) of Addus HomeCare Corporation (the “Company”) held on June 12, 2024, a total of 15,221,325 shares of the Company’s common stock, out of a total of 16,370,336 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The Company’s stockholders (i) elected R. Dirk Allison, Mark L. First and Darin J. Gordon to serve as Class III directors for terms expiring at the 2027 annual meeting of the Company’s stockholders; (ii) ratified the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for fiscal year 2024 and (iii) approved on an advisory, non-binding basis, the Company’s compensation of its named executive officers as set forth in the Proxy Statement. The votes on these matters were as follows:

(1)

The election of R. Dirk Allison, Mark L. First and Darin J. Gordon to serve as Class III directors for terms expiring at the 2027 annual meeting of the Company’s stockholders:


Name	For	Withhold Authority	Broker Non-Votes
(a) R. Dirk Allison	14,101,109	609,981	510,235
(b) Mark L. First	13,849,648	861,442	510,235
(c) Darin J. Gordon	14,181,916	529,174	510,235

(2)

The ratification of the appointment of PricewaterhouseCoopersLLP, an independent registered public accounting firm, as the Company’s independent auditor for the fiscal year ending December 31, 2024:


For	Against	Abstain	Broker Non-Votes
15,208,691	9,927	2,707	—

(3)

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


For	Against	Abstain	Broker Non-Votes
13,699,660	979,919	31,511	510,235

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.