Document

DEF 14A 1 a2023def14aproxydoc.htm DEF 14A Document

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
______________________________________________________________________

Filed by the Registrant þ

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))
þ						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12


Viemed Healthcare, Inc.
(Name of Registrant as Specified in Its Charter)

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

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

No fee required.

☐

Fee paid previously with preliminary materials.

☐

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

VIEMED HEALTHCARE, INC.

625 E. Kaliste Saloom Rd.

Lafayette, Louisiana 70508

April 28, 2023

Dear Shareholder:

It is my pleasure to invite you to attend the 2023 annual general meeting (“Meeting”) of shareholders of Viemed Healthcare, Inc. (the “Corporation). The Meeting will be held at the principal executive offices of the Corporation, located at 625 E. Kaliste Saloom Road, Lafayette, LA 70508 on Tuesday, June 13, 2023 at 9:00 a.m. (CDT) to:

1.receive the audited consolidated financial statements of the Corporation, together with the auditor’s reports thereon, for the fiscal years ended December 31, 2022 and 2021;

2.elect eight directors to serve until the next annual meeting of shareholders;

3.re-appoint Ernst & Young LLP as our auditor for the fiscal year ended December 31, 2023, and authorize the Board of Directors to fix the remuneration of the auditor; and

4.consider any other matters that may properly come before the Meeting or any adjournments or postponements thereof.

It is strongly recommended that you complete, date, sign and return the enclosed proxy card before June 9, 2023 to ensure that your shares will be represented at the Meeting.

The Notice of Meeting, Management Information and Proxy Circular and form of proxy and notes thereto for the Meeting are enclosed. These documents contain important information and I encourage you to read them carefully.

Yours truly,

/s/ Casey Hoyt

CASEY HOYT

Chief Executive Officer

VIEMED HEALTHCARE, INC.

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN THAT the 2023 annual general meeting (the “Meeting”) of the shareholders of Viemed Healthcare, Inc. (the “Corporation”) will be held at the principal executive offices of the Corporation, located at 625 E. Kaliste Saloom Road, Lafayette, LA 70508 on Tuesday, June 13, 2023 at 9:00 a.m. (CDT) for the following purposes:

1.to receive the audited consolidated financial statements of the Corporation, together with the auditor’s reports thereon, for the fiscal years ended December 31, 2022 and 2021;

2.to elect eight directors to serve until the next annual meeting of shareholders;

3.to re-appoint Ernst & Young LLP as our auditor for the fiscal year ended December 31, 2023 and authorize the Board of Directors to fix the remuneration of the auditor; and

4.to consider any other matters that may properly come before the Meeting or any adjournments or postponements thereof.

Being made available along with this Notice of Meeting are: (1) the Management Information and Proxy Circular; (2) a form of proxy and notes thereto; and (3) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 (collectively, with this Notice of Meeting, the “proxy materials”).

We have elected to use the notice-and-access provisions under rules adopted by the United States Securities and Exchange Commission (the “SEC”), National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (collectively, the “Notice-and-Access Provisions”). The Notice-and-Access Provisions are a set of rules developed by the SEC and the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing us to post the proxy materials online. The Notice of Internet Availability of Proxy Materials you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access the proxy materials and cast your vote via the Internet, by telephone or by mail. Shareholders will still receive the Notice and a form of proxy and may choose to receive a paper copy of any of the proxy materials.

We are furnishing the proxy materials to our shareholders over the Internet in accordance with the Notice-and-Access Provisions. You may read, print and download the proxy materials at www.viemed.com/investors. On or about April 28, 2023, we will mail our shareholders the Notice containing instructions on how to access our proxy materials and vote online. The Notice also provides instructions on how you can request proxy materials be sent to you by mail or email and how you can enroll to receive proxy materials by mail or email for future meetings. Shareholders with questions about notice-and-access can call the Corporation toll-free at 1-866-852-8343. Shareholders may obtain paper copies of the Management Information and Proxy Circular and any other proxy materials free of charge by calling 1-866-852-8343 at any time up until and including the date of the Meeting, including any adjournment or postponement thereof. Any shareholder wishing to obtain a paper copy of the proxy materials should submit its request no later than 12:00 p.m. (ET) on May 30, 2023 in order to receive paper copies of the proxy materials in time to vote before the Meeting. Under the Notice-and-Access Provisions, proxy materials will be available for viewing on the Corporation’s website for one year from the date of posting.

The Board has fixed April 19, 2023 as the record date for the Meeting.

Following the Meeting, the voting results will be announced via press release and a report of voting results, which will be filed on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov/edgar and on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com following the Meeting.

If you are a registered shareholder of the Corporation and are unable to attend the Meeting, please date and execute the accompanying form of proxy for the Meeting and deposit it with Computershare Investor Services Inc. by mail at Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or vote by telephone by entering the 15 digit control number (as found on the Notice) at 1-866-732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.) or online by entering the 15 digit control number (as found on the Notice) at www.investorvote.com before 9:00 a.m. (CDT) on June 9, 2023, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting. We encourage shareholders currently planning to participate in the Meeting to submit their votes or form of proxy in advance so that their votes will be counted in the event of technical difficulties.

If you are a non-registered shareholder of the Corporation and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

This Notice of Meeting, the Management Information and Proxy Circular, the form of proxy and notes thereto for the Meeting, are first being made available to shareholders of the Corporation on or about April 28, 2023. Please review the Management Information and Proxy Circular carefully and in full prior to voting, as it has been prepared to help you make an informed decision on the matters to be acted upon.

DATED at Lafayette, Louisiana this 28th day of April, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Casey Hoyt

Casey Hoyt

Chief Executive Officer

TABLE OF CONTENTS


									Page
1. SOLICITATION OF PROXIES									7
2. NOTICE-AND-ACCESS									7
3. RECORD DATE									8
4. APPOINTMENT OF PROXIES									8
5. REVOCATION OF PROXIES									8
6. NON-REGISTERED HOLDERS									8
7. EXERCISE OF DISCRETION BY PROXIES									9
8. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON									10
9. VOTING SECURITIES AND PRINCIPAL HOLDERS									10
10. BUSINESS OF THE MEETING									12
11. CORPORATE GOVERNANCE DISCLOSURE									20
12. EXECUTIVE COMPENSATION									26
13. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS									40
14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS									40
15. DIRECTOR AND OFFICER INSURANCE									40
16. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS									40
17. REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PARTIES									40
18. DELINQUENT SECTION 16(A) REPORTS									41
19. MANAGEMENT CONTRACTS									41
20. SHAREHOLDER PROPOSALS									41
21. SHAREHOLDERS SHARING THE SAME ADDRESS									42
22. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON									42
23. ADDITIONAL INFORMATION									42


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Common Shares Outstanding(2)
Casey Hoyt	2,973,243(3)	7.8%
Michael Moore	2,421,319(4)	6.3%
W. Todd Zehnder	782,515(5)	2.0%
Trae Fitzgerald	248,964(6)	*
Jerome Cambre	231,208(7)	*
Dr. William Frazier	91,949(8)	*
Randy Dobbs	115,356(9)	*
Nitin Kaushal	272,524(10)	*
Timothy Smokoff	103,593(11)	*
Bruce Greenstein	52,332	*
Sabrina Heltz	24,620	*
All directors and executive officers as a group (12 persons)	7,364,190(12)	19.2%


Total Number of Directors	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	7	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


	2022		2021
Audit Fees	$	494,717	$	489,000
Audit-Related Fees	—		—
Tax Fees	114,630		135,970
All Other Fees	—		—
Totals	$	609,347	$	624,970


	Dec 22, 2017		Dec 31, 2017		Dec 31, 2018		Dec 31, 2019		Dec 31, 2020		Dec 31, 2021		Dec 31, 2022
Viemed Healthcare, Inc.	$	100	$	104	$	218	$	339	$	415	$	294	$	428
S&P/TSX Composite Index	$	100	$	100	$	89	$	106	$	108	$	132	$	120


Name and Principal Position	Year	Salary(1) ($)	Bonus(2) ($)	Stock Awards(3) ($)	Option-Awards(4) ($)	Nonequity Incentive Plan Compensation(5) ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(6) ($)	Total(7) ($)
Casey Hoyt	2022	470,000	3,400	656,306	347,842	423,000	—	24,959	1,925,507
Chief Executive Officer and Director	2021	470,000	3,250	138,822	819,729	446,500	—	23,512	1,901,813
	2020	440,577	6,342	97,713	948,471	705,000	—	21,799	2,219,902
Michael Moore	2022	395,000	3,400	441,259	233,868	355,500	—	54,209	1,483,236
President	2021	395,000	3,250	93,336	609,492	375,250	—	51,978	1,528,306
	2020	372,115	6,342	66,214	642,730	592,500	—	49,125	1,729,026
W. Todd Zehnder	2022	395,000	3,400	441,259	233,868	355,500	—	37,874	1,466,901
Chief Operating Officer and Director	2021	395,000	3,250	93,336	609,492	375,250	—	36,599	1,512,927
	2020	365,577	6,342	64,381	624,876	592,500	—	35,685	1,689,361
Trae Fitzgerald	2022	225,000	3,400	135,971	83,260	151,875	—	29,300	628,806
Chief Financial Officer	2021	225,000	3,250	33,227	216,990	160,312	—	26,999	665,778
	2020	208,654	6,342	22,990	223,169	225,000	—	26,084	712,239
Jerome Cambre	2022	200,000	91,733	120,863	74,010	135,000	—	29,300	650,906
Vice President of Sales	2021	200,000	20,125	29,533	192,880	142,500	—	26,999	612,037
	2020	180,385	43,842	19,543	189,693	200,000	—	22,638	656,101


	Option-Based Awards					Stock Awards
		Number of Securities Underlying Unexercised Options (#)					Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested(11) ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or pay out value of unearned shares, units or other rights that have not vested ($)
Name	Grant Date	Exercisable	Unexercisable	Option Exercise Price ($)	Option Expiration Date	Grant Date
Casey Hoyt Chief Executive Officer and Director	1/4/2018	134,166(1)	— (1)	1.81	1/4/2028	5/9/2020	4,620 (6)		34,927	—	—
	1/17/2019	305,802(1)	— (1)	4.13	1/17/2029	5/9/2021	9,671 (9)		73,113
	1/17/2020	154,134(1)	77,067 (1)(7)	5.70	1/17/2030	1/18/2022	127,027 (10)		960,324
	1/21/2021	54,062(1)	108,116 (8)	8.57	1/21/2031
	1/18/2022	—	127,034 (10)	5.21	1/18/2032
Michael Moore President	1/4/2018	130,539(2)	— (2)	1.81	1/4/2028	5/9/2020	3,130 (6)		23,663	—	—
	1/17/2019	207,226(2)	— (2)	4.13	1/17/2029	5/9/2021	6,502 (9)		49,155
	1/17/2020	104,449(2)	52,224 (2)(7)	5.70	1/17/2030	1/18/2022	85,405 (10)		645,662
	1/21/2021	40,195(2)	80,389 (8)	8.57	1/21/2031
	1/18/2022	—	85,410 (10)	5.21	1/18/2032
W. Todd Zehnder Chief Operating Officer and Director	1/4/2018	126,913(3)	— (3)	1.81	1/4/2028	5/9/2020	3,044 (6)		23,013	—	—
	1/17/2019	201,470(3)	— (3)	4.13	1/17/2029	5/9/2021	6,502 (9)		49,155
	1/17/2020	101,547(3)	50,774 (3)(7)	5.70	1/17/2030	1/18/2022	85,405 (10)		645,662
	1/21/2021	40,195(3)	80,389 (8)	8.57	1/21/2031
	1/18/2022		85,410 (10)	5.21	1/18/2032
Trae Fitzgerald Chief Financial Officer	1/4/2018	27,075(4)	— (4)	1.81	1/4/2028	5/9/2020	1,087 (6)		8,218	—	—
	1/17/2019	71,954(4)	— (4)	4.13	1/17/2029	5/9/2021	2,314 (9)		17,494
	1/17/2020	36,267(4)	18,133 (4)(7)	5.70	1/17/2030	1/18/2022	26,351 (10)		199,214
	1/21/2021	14,310(4)	28,620 (8)	8.57	1/21/2031
	1/18/2022	—	30,407 (10)	5.21	1/18/2032
Jerome Cambre Vice President of Sales	1/4/2018	27,075(5)	— (5)	1.81	1/4/2028	5/9/2020	924 (6)		6,985	—	—
	1/17/2019	57,563(5)	— (5)	4.13	1/17/2029	5/9/2021	2,057 (9)	9	15,551
	1/17/2020	30,827(5)	15,413 (5)(7)	5.70	1/17/2030	1/18/2022	23,423 (10)	10	177,078
	1/21/2021	12,720(5)	25,440 (8)	8.57	1/21/2031			11
	1/18/2022	—	27,029 (10)	5.21	1/18/2032


Name	Option-based awards - Value vested during the year(1) ($)		Share-based awards - Value vested during the year(2) ($)		Non-equity incentive plan compensation - Value earned during the year(3) ($)
Casey Hoyt	$	110,089	$	79,636	$	423,000
Trae Fitzgerald	$	25,904	$	18,841	$	151,875
Michael Moore	$	74,601	$	53,831	$	355,500
W. Todd Zehnder	$	72,530	$	52,810	$	355,500
Jerome Cambre	$	20,723	$	18,841	$	135,000


Name	Year	Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Option Awards(3)(4) ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Nitin Kaushal	2022	$	107,000	$	86,224	$	—	$	—	$	—	$	—	$	193,224
Randy Dobbs	2022	$	111,625	$	101,440	$	—	$	—	$	—	$	—	$	213,065
Timothy Smokoff	2022	$	104,000	$	86,224	$	—	$	—	$	—	$	—	$	190,224
Bruce Greenstein	2022	$	104,625	$	86,224	$	—	$	—	$	—	$	—	$	190,849
William Frazier(5)	2022	$	208,461	$	86,224	$	—	$	47,250	$	—	$	—	$	341,935
Sabrina Heltz	2022	$	96,000	$	86,224	$	—	$	—	$	—	$	—	$	182,224


Committee	Chairman Fee	Non-Chairman Member Fee
Audit	$25,000	$7,625
Compensation	$15,000	$7,000
Corporate Governance and Nominating	$15,000	$7,000


	Option-Based Awards						Share-Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price(1) ($)		Option expiration date	Value of unexercised in-the-money options(2) ($)		Number of shares or units of shares that have not vested ($)	Market or payout value of share based awards that have not vested(3) ($)
Nitin Kaushal	120,000	$	2.50	12/1/2024	$	907,200
	50,000	$	6.63	7/28/2025	$	378,000
	12,087	$	1.81	1/4/2028	$	91,378	13,600	$	102,816
Randy Dobbs	36,261	$	1.81	1/4/2028	$	274,133	16,000	$	120,960
Timothy Smokoff	10,361	$	1.81	1/4/2028	$	78,329	13,600	$	102,816
Bruce Greenstein	Nil	N/A		N/A	N/A		13,600	$	102,816
Dr. William Frazier	36,261	$	1.81	1/4/2028	$	274,133	13,600	$	102,816
Sabrina Heltz	Nil	N/A		N/A	N/A		13,600	$	102,816


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	5,126,198(1)	$7.56(2)	1,374,062(3)
Equity compensation plans not approved by securityholders	—	—	—
Total	5,126,198(1)(2)	$7.56(2)	1,374,062(3)


BY ORDER OF THE BOARD

/s/ Casey Hoyt

CASEY HOYT
Chief Executive Officer

SEC Form DEF 14A filed by Viemed Healthcare Inc.