amed-20230426

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material under 14a-12

AMEDISYS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Previously paid with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3854 American Way, Suite A

Baton Rouge, Louisiana 70816

(225) 292-2031 or (800) 467-2662

e-mail: investor@amedisys.com

April 27, 2023

Dear Fellow Stockholder:

You are cordially invited to our 2023 Annual Meeting of Stockholders on Thursday, June 8, 2023 at 10:00 a.m., Central Daylight Saving Time, at our executive office, 49 Music Square West, Suite 401, Nashville, Tennessee 37203. We look forward to updating you on new developments at Amedisys.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules again this year. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of the Annual Meeting and our costs associated with the physical printing and mailing of proxy materials.

It is important that your shares be represented at the Annual Meeting. We hope you will come to the Annual Meeting in person, but whether you do, and regardless of the number of shares you own, please vote your shares by (i) Internet, (ii) telephone, or (iii) mail in order to ensure your representation at the meeting.

Matters to be covered at the meeting are explained in detail in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Amedisys is a leading healthcare at home company delivering personalized home health, hospice and high-acuity care services. Amedisys is focused on delivering the care that is best for our patients, whether that is inpatient hospital, palliative and skilled nursing facility ("SNF") care in their homes; home-based recovery and rehabilitation after an operation or injury; care focused on empowering them to manage a chronic disease; or hospice care at the end of life. More than 3,000 hospitals and 102,000 physicians nationwide have chosen Amedisys as a partner in post-acute care. With approximately 18,000 employees, in 522 care centers in 37 states and the District of Columbia, Amedisys is dedicated to delivering the highest quality of care to the doorsteps of more than 465,000 patients in need every year.

I look forward to sharing our strategic plans for 2023 with you during our Annual Meeting.

Sincerely,



Richard Ashworth
President and Chief Executive Officer






Paul B. Kusserow
Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date:			Thursday, June 8, 2023
Time:			10:00 a.m., Central Daylight Saving Time
Place:			Amedisys, Inc. Executive Office 49 Music Square West, Suite 401 Nashville, Tennessee 37203

Proposals:

1.To elect the nine director nominees identified in the accompanying Proxy Statement to the Board of Directors of Amedisys, Inc. (the “Company”), each to serve a one-year term expiring at the latter of the 2024 Annual Meeting of the Company’s stockholders or upon his or her successor being elected and qualified.

2.To ratify the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023.

3.To approve, on an advisory (non-binding) basis, the compensation paid to the Company’s Named Executive Officers (“say on pay” vote).

4.To approve, on an advisory (non-binding) basis, the frequency of future stockholder say on pay votes.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders instead of paper copies of our Proxy Statement and 2022 Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, our 2022 Annual Report and proxy card.


Who can vote:						Stockholders of record at the close of business on April 11, 2023 (the “Record Date”).
How you can vote:						You may vote your proxy by (i) accessing the Internet website specified on the Notice, (ii) calling the toll-free number specified on your proxy card, if you requested printed copies of the proxy materials; or (iii) marking, signing and returning the enclosed proxy card in the envelope provided, if you requested printed copies of the proxy materials. Stockholders who received their proxy card through an intermediary (such as a broker or bank) must deliver it in accordance with the instructions given by such intermediary.
Who may attend:						Any stockholder of record as of the Record Date may attend the meeting. Upon arrival at the meeting, you will be required to register and present government-issued photo identification, such as your driver’s license, state identification card or passport. If your shares are registered in the name of a bank, brokerage firm or other nominee and you plan to attend the meeting, bring your statement of account showing evidence of ownership as of the Record Date.


BY ORDER OF THE BOARD OF DIRECTORS

Jennifer Guckert Griffin Corporate Secretary
April 27, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 8, 2023:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and 2022 Annual Report to Stockholders are available free of charge at www.proxyvote.com

TABLE OF CONTENTS


SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING			1
EXECUTIVE OFFICERS			6
PROPOSAL 1 - ELECTION OF DIRECTORS			7
CORPORATE GOVERNANCE			13
CODE OF CONDUCT			21
CORPORATE GOVERNANCE GUIDELINES AND REVIEW AND CONSIDERATION OF CORPORATE GOVERNANCE PRACTICES			22
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			23
REPORT OF THE AUDIT COMMITTEE			24
FEES PAID TO AUDITORS			25
STOCK OWNERSHIP			25
DELINQUENT SECTION 16(a) REPORTS			27
EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2022			27
PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY ON PAY" VOTE)			27
PROPOSAL 4 - ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE SAY ON PAY VOTES			29
COMPENSATION DISCUSSION AND ANALYSIS			30
REPORT OF THE COMPENSATION COMMITTEE			50
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			50
2022 SUMMARY COMPENSATION TABLE			51
2022 GRANTS OF PLAN BASED AWARDS			53
OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END			55
VESTING SCHEDULE - OUTSTANDING EQUITY AWARDS			57
2022 OPTION EXERCISES AND STOCK VESTED			59
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			60
CEO PAY RATIO			63
PAY VERSUS PERFORMANCE			64
DIRECTOR COMPENSATION			68
CERTAIN TRANSACTIONS			70
OTHER MATTERS			71
APPENDIX A			A-1

Some of the statements in this proxy statement, including those related to our goal of achieving net zero greenhouse gas (“GHG”) emissions for our business by 2050, may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements include, but are not limited to, our ability to formulate and implement plans to reduce our Scope 1 and 2 GHG emissions as anticipated; our reliance on third parties, whose actions are outside our control, to reduce our Scope 3 GHG emissions, as well as other factors discussed in our 2022 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission (“SEC”). We assume no obligation to update this proxy statement, which speaks as of the date issued.

3854 American Way, Suite A

Baton Rouge, Louisiana 70816

PROXY STATEMENT

Annual Meeting of Stockholders of the Company to be held on June 8, 2023

SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT
AND THE ANNUAL MEETING

Q: What is this document?

A: This document is the Proxy Statement of Amedisys, Inc. that is being made available to stockholders on the Internet, or sent to stockholders upon request, in connection with our Annual Meeting of stockholders to be held on Thursday, June 8, 2023 at 10:00 a.m. Central Daylight Saving Time at our executive office, 49 Music Square West, Suite 401, Nashville, Tennessee 37203 (the “Meeting”). A proxy card is also being furnished with this document, if you requested printed copies of the proxy materials.

We will refer to Amedisys, Inc. throughout as “we,” “us,” the “Company” or “Amedisys.”

Q: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A: Pursuant to rules adopted by the SEC, the Company will use the Internet as the primary means of furnishing proxy materials to stockholders again this year. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

Q: Why am I receiving these materials?

A: You are receiving this document because you were one of our stockholders on April 11, 2023, the record date for the Meeting. We are soliciting your proxy (i.e., your permission) to vote your shares of Amedisys stock upon certain matters at the Meeting. We are required by law to convene an annual meeting of our stockholders at which directors are elected. Because our shares are widely held, it would be impractical, if not impossible, for our stockholders to meet physically in sufficient numbers to hold a meeting. Accordingly, proxies are solicited from our stockholders. We began mailing the Notice on or about April 27, 2023.

Q: Who may vote at the Meeting?

A: We have fixed the close of business on April 11, 2023, as the record date for determining who is entitled to vote at the Meeting. As of that date, there were 32,550,951 shares of our common stock outstanding and entitled to be voted at the Meeting. You may cast one vote for each share of common stock held by you on April 11, 2023 on all matters presented at the Meeting.

Q: What proposals will be voted on at the Meeting?

A: There are four proposals to be considered and voted on at the Meeting:

(1)To elect the nine director nominees identified in this Proxy Statement to our Board of Directors, each to serve a one-year term expiring at the latter of the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) or upon his or her successor being elected and qualified;

(2)To ratify the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending December 31, 2023;

(3)To approve, on an advisory (non-binding) basis, the compensation paid to our Named Executive Officers (“say on pay” vote); and

(4)To approve, on an advisory (non-binding) basis, the frequency of future stockholder say on pay votes.

We will also consider other business that properly comes before the Meeting in accordance with Delaware law and our Amended and Restated Bylaws ("Bylaws").

Q: What are my choices when voting on the election of the nine director nominees identified in this Proxy Statement, and what vote is needed to elect directors to the Board of Directors?

A: In regards to the vote on the election of the nine director nominees identified in this Proxy Statement to serve until the 2024 Annual Meeting or upon his or her successor being elected and qualified, stockholders may:

•vote in favor of all director nominees;

•vote to withhold authority for specific director nominees; or

•vote to withhold authority to vote for all director nominees.

Directors are elected by a plurality of the votes cast at the Meeting. As a result, the nine directors receiving the highest number of “FOR” votes will be elected as directors. The Company’s Corporate Governance Guidelines, however, provide that a director candidate must tender his or her resignation if he or she receives a greater number of “withhold” votes than “for” votes. The Nominating and Corporate Governance Committee would then make a recommendation to the Board of Directors on whether to accept or reject the resignation or whether other action should be taken. For additional information, please see the discussion beginning on page 7 of this Proxy Statement.

Q: What are my choices when voting on the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023, and what vote is needed to ratify their appointment?

A: In regards to the vote on the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2023, stockholders may:

•vote in favor of the ratification;

•vote against the ratification; or

•abstain from voting on the ratification.

The affirmative vote of a majority of the shares represented at the Meeting and entitled to vote is required to approve the proposal to ratify the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending December 31, 2023. For additional information, please see the discussion beginning on page 23 of this Proxy Statement.

Q: What are my choices when voting on the advisory (non-binding) proposal regarding the compensation paid to the Company’s Named Executive Officers (“say-on-pay”), and what vote is needed to approve the advisory say-on-pay proposal?

A: In regards to the advisory (non-binding) proposal on the compensation paid to our Named Executive Officers, stockholders may:

•vote in favor of the advisory say-on-pay proposal;

•vote against the advisory say-on-pay proposal; or

•abstain from voting on the advisory say-on-pay proposal.

The affirmative vote of a majority of the shares represented at the Meeting and entitled to vote is required to approve, on an advisory basis, the say on pay vote. As an advisory vote, this proposal is not binding upon us. However, the Compensation Committee of our Board of Directors, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our stockholders and will consider the outcome of the vote when making future compensation decisions. For additional information, please see the discussion beginning on page 27 of this Proxy Statement.

Q: What are my choices when voting on the advisory (non-binding) proposal regarding the frequency of future stockholder say on pay votes, and what vote is needed to approve the advisory proposal regarding the frequency of future stockholder say on pay votes?

A: In regards to the advisory (non-binding) proposal regarding the frequency of future stockholder say on pay votes, stockholders

may:

•vote in favor of an advisory say on pay vote every one year;

•vote in favor of an advisory say on pay vote every two years;

•vote in favor of an adv

SEC Form DEF 14A filed by Amedisys Inc