UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 7, 2015 (April 6, 2015)
Commission File Number: 0-24260
Amedisys, Inc.
(Exact Name of Registrant as specified in its Charter)
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| Delaware |
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11-3131700 |
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incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816
(Address of principal executive offices, including zip code)
(225) 292-2031 or (800) 467-2662
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements |
Appointment of Bruce D. Perkins to the Amedisys, Inc. Board of Directors
The Board of Directors (the “Board”) of Amedisys, Inc. (the “Company”) today announced that, upon the
recommendation of the Nominating and Corporate Governance Committee of the Board and by unanimous vote of the Board, effective April 22, 2015, the size of the Board will be increased by one person, and Bruce D. Perkins will be immediately
appointed to fill the resulting vacancy. There are no arrangements between Mr. Perkins and any other person pursuant to which Mr. Perkins was selected to become a director. It is intended that Mr. Perkins will be a nominee for
election to the Board at the Company’s 2015 Annual Meeting of stockholders to be held in June 2015. Contemporaneously with the effective date of his appointment to the Board, Mr. Perkins will be appointed to serve on each of the Audit,
Compensation, Compliance and Ethics, Nominating and Corporate Governance and Quality of Care Committees of the Board.
As a
non-employee director, Mr. Perkins will receive the Company’s standard non-employee director compensation, as described in the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders, as filed with the United States
Securities and Exchange Commission on April 30, 2014 (the “2014 Proxy Statement”), including a restricted stock grant effective April 22, 2015, of 1,514 shares of nonvested Company common stock, 100% of which will vest on
July 1, 2015, predicated upon his continued service as a non-employee director through the vesting date. In connection with his service on the Board, the Company and Mr. Perkins will enter into an Indemnification Agreement, a form of which
was previously filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Mr. Perkins is not a party to any transaction with the Company that would require disclosure under
Item 404(a) of Regulation S-K.
Mr. Perkins, 61, is the Strategic Executive for MCCI Group Holdings, L.L.C., a physician
services company based in Miami, Florida (“MCCI Group”). Immediately prior to his January 1, 2015, employment with MCCI Group, Mr. Perkins retired from Humana, Inc. after a thirty-eight year career, most recently as
President of Humana’s Healthcare Services Segment.
Daniel P. McCoy – Appointment as Chief Operating Officer
Effective April 6, 2015, Daniel P. McCoy, 55, was appointed as Chief Operating Officer of the Company. In this capacity, he will serve as
the Company’s principal operating officer. Prior to his appointment, Mr. McCoy retired from Anthem, Inc. (“Anthem”), previously WellPoint, Inc., after a thirty-year career, most recently as its Senior Vice President of
Operations (Commercial /Specialty Division). Anthem is a health benefits organization, offering a variety of medical and specialty insurance products.
Pursuant to an offer letter dated as of March 24, 2015 (the “Offer Letter”), the Company has agreed to pay
Mr. McCoy an annual base salary of $450,000, and Mr. McCoy will be eligible to participate in the Company’s annual cash bonus plan, with a target bonus equal to 25% of his base salary and performance conditions to be set annually.
Upon approval by the Board, the Company has agreed, as an employment inducement award, to issue Mr. McCoy (i) stock options to
purchase a total of 150,000 shares of the Company’s common stock, (ii) 18,750 shares of restricted stock and (iii) 18,750 restricted stock units. Restricted stock units are a promise to deliver shares of the Company’s common
stock at a later date, provided that certain vesting requirements are met prior to the delivery date. 50% of the total stock options awarded and the 18,750 shares of restricted stock awarded will be subject to time-based vesting conditions, vesting
ratably on each of the first, second, third and fourth anniversaries of the grant date, assuming Mr. McCoy remains continuously employed by the Company through each such date. The remaining 50% of the total stock options awarded and the 18,750
restricted stock units awarded shall vest, if at all, based on the certification by the Compensation Committee of the Board of the achievement of identified performance targets for fiscal years 2015 through 2018, respectively, assuming
Mr. McCoy remains continuously employed by the Company through each such certification date. The exercise price of the stock options will be the
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closing price of the Company’s common stock on the date of grant, and the options will have a ten-year term. These grants are intended as a four-year award; there is no expectation that
Mr. McCoy will receive any additional equity awards during the first four years of his employment.
The Company has agreed to
reimburse Mr. McCoy for (i) reasonable relocation expenses in an amount not to exceed $20,000 and (ii) up to $4,500 per month for housing and travel expenses, until the earlier to occur of 18 months of employment or such date that
Mr. McCoy relocates to the metropolitan area where the Company’s corporate headquarters are located. Mr. McCoy will also be entitled to termination benefits as set forth in a severance plan applicable to similarly-situated employees,
a copy of which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended March 31, 2015. The terms of Mr. McCoy’s employment include restrictive covenants, including: confidentiality and non-disparagement and,
for a period of 24 months following termination, non-solicitation, non-competition and a standstill. He is required to forfeit equity awards and to disgorge prior payments and equity profits upon violation of any of the restrictive covenants.
Mr. McCoy is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Ronald A.
LaBorde – Transition to Vice-Chairman and Chief Financial Officer; Dale E. Redman – Retirement
Effective April 6, 2015,
the Board appointed the Company’s Vice-Chairman, Ronald A. LaBorde, as Chief Financial Officer. As Vice-Chairman and Chief Financial Officer, Mr. LaBorde will serve as the Company’s principal financial officer. He succeeds Dale E.
Redman, who served as the Company’s Interim Chief Financial Officer since March 24, 2014.
Mr. LaBorde’s service as
Vice-Chairman began on December 16, 2014. He previously served as the Company’s (i) President and Interim Chief Executive Officer from February 20, 2014 until December 16, 2014, (ii) President and Chief Financial
Officer from January 1, 2012 until February 20, 2014 and (iii) President from November 1, 2011 until January 1, 2012. Mr. LaBorde, who has served as a member of the Company’s Board since 1997, will continue to
serve on the Board following his transition to Vice-Chairman and Chief Financial Officer. He served as the Company’s Lead Director from February 2003 until his employment with the Company in November 2011. Previously, from July 2008 to November
2011, he was the principal executive officer of HR Solutions, LLC, a private company that provides outsourced administration associated with human resources.
In connection with his appointment as Vice-Chairman and Chief Financial Officer, as approved by the Compensation Committee of the Board,
Mr. LaBorde’s annual base salary was adjusted to $450,000. The terms of Mr. LaBorde’s employment with the Company will otherwise continue to be governed by his Employment Agreement dated November 1, 2011, as amended by the
First Amendment thereto dated December 29, 2011, the Second Amendment thereto dated December 19, 2012 and the Third Amendment thereto dated May 1, 2014.
Also effective April 6, 2015, Mr. Redman retired from the Company. The Company expects to enter into a consulting agreement with
Mr. Redman on mutually acceptable terms to assist with the transition of his responsibilities and to provide advisory services to the Company.
David R, Bucey – General Counsel and Secretary
Effective as of May 11, 2015, David R. Bucey, the Company’s General Counsel and Secretary, will be departing the Company to pursue
other opportunities. In connection with his departure, he will receive severance compensation in accordance with the provisions in his Amended and Restated Employment Agreement, as amended, regarding termination without cause or resignation for
good reason, as described in the 2014 Proxy Statement.
The Company expects to enter into a consulting agreement with Mr. Bucey on
mutually acceptable terms to assist with the transition of his responsibilities.
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Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On April 7, 2015, the Company issued a press release titled “Amedisys Announces Changes to Executive Leadership Team,” a copy of
which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information presented in Item 7.01 of this
Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
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Section 9 - Financial Statements and Exhibits
| Item 9.01. |
Financial Statements and Exhibits. |
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99.1 |
Press Release dated April 7, 2015 titled “Amedisys Announces Changes to Executive Leadership Team” (furnished only) |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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| AMEDISYS, INC. |
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| By: |
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/s/ Paul B. Kusserow |
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Paul B. Kusserow |
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President and Chief Executive Officer |
DATE: April 7, 2015
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Exhibit Index
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| Exhibit
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Description |
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| 99.1 |
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Press Release dated April 7, 2015 titled “Amedisys Announces Changes to Executive Leadership Team” (furnished only) |
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Exhibit 99.1
Amedisys Announces Changes to Executive Leadership Team
Company Continues Plan to Lead Health Care at Home with Key Additions at Board & Executive Levels
BATON ROUGE, La., April 7, 2015 – Amedisys Inc. (NASDAQ: AMED), a leading home health and hospice company, today announced the company is adding a
new Board member and implementing leadership changes at the executive level.
Effective April 22, 2015, Bruce D. Perkins will become a member of the
Company’s Board of Directors. Perkins spent 38 years at Humana, Inc., most recently as President of Humana’s Healthcare Services Segment. He led this $20 billion division, which provided core services to Medicare and commercial businesses
as well as offering products and services to individuals and groups outside Humana’s core businesses. During his tenure with Humana, he led the development of its provider networks including the nation’s largest network of providers who
serve Medicare beneficiaries; oversaw the growth of Humana Pharmacy Solutions into the fourth-largest Pharmacy Benefit Manager in the U.S.; and developed Humana Cares, which provides chronic care support services for more than 200,000 Humana
members. Perkins is currently the Strategic Executive for MCCI Group Holdings, a physician services company based in Miami, Florida.
“We are pleased
to welcome Bruce to the Board,” said Don Washburn, Non-Executive Chairman of the Board. “His experience building Humana into a Fortune 100 as well as his expertise in contracting, managed care, Medicare and home health will add tremendous
value to the Board. Bruce’s 38 years at Humana are a testament to his leadership and commitment to excellence.”
Effective today, Vice Chairman,
Ronnie LaBorde, will resume his role as Chief Financial Officer, and Interim Chief Financial Officer, Dale Redman, will retire. With this transition, Amedisys expects to enter into a consulting agreement with Redman under which he will continue to
advise the Company.
“Ronnie provided great leadership during his time as Interim CEO and has brought great value to his role of CFO during the two
years he held this position,” said Paul Kusserow, CEO of Amedisys. “His financial expertise and relationships with investors and analysts make him the right person for this role. I also want to acknowledge the contributions Dale Redman has
made as our interim CFO. He came out of retirement and has helped stabilize the company during this transition. We are in a much better place as a company, and I give my sincere thanks to him for his leadership and guidance during the past
year.”
Executive additions include the appointment of Dan McCoy as the Chief Operating Officer, Martin Howard as Chief
Information Officer, Larry Pernosky as Chief Human Resources Officer, Stephen Seim as Chief Strategy Officer and David Kemmerly as Senior Vice President of Government Affairs:
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Effective yesterday, April 6, Dan McCoy joined the company as the Chief Operating Officer and will be responsible for home health and hospice operations. McCoy comes to Amedisys with more than 20 years of
experience successfully leading operations and driving growth at major health plans. Most recently, McCoy served as the Senior Vice President of Operations at Anthem (formerly WellPoint), the second largest health benefits organization with
27 million members, where he was responsible for driving operational efficiencies, improving end-to-end service experience and streamlining procedures to maximize profitability. Prior to Anthem, he held increasingly-responsible roles at Anthem
since 1984 including health plan operations, customer service, claims, membership and billing. |
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Effective yesterday, April 6, Martin Howard has been appointed Chief Information Officer for Amedisys. He has 30 years of health care experience, including 20 years in the industry as a CIO and COO in organizations
ranging from startups to Fortune 100 companies, and 10 years of Big Four M&A and performance consulting. His executive experience includes CIO roles at Patient Care, Inc., and Erickson Retirement Communities, United Health Group’s
Ingenix (now Optum) global pharmaceutical services division and Chief Operating Officer for the Quality Indicator Project (QIP), a clinical outcomes analytics company. As a consultant, he has worked with Gentiva, Kindred, the Mayo Clinic
and many home health and hospice providers, academic medical centers and insurers. Most recently, Howard served as Director of Strategy and Operations for Deloitte Consulting. |
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Larry Pernosky will join the company on April 22 as Chief Human Resources Officer. Pernosky joins Amedisys with more than 30 years of experience in leading human capital strategies to drive superior
business outcomes. In his most recent role as Vice President of Human Capital Consulting at Humana, Inc., a leading health and well-being Fortune 70 company, he was instrumental in driving key human resources operational efficiencies.
During his 11 years at Humana, he also led Organizational Design, HR M&A, Policy, Change Management and Associate Communications. Pernosky has held key human capital leadership positions at Big Idea Productions
KBR/Halliburton, Fluor, and Whirlpool Corporation. Martha Williams will transition from the role of Chief Human Resources Officer to a new position as Chief Administrative Officer reporting to Larry Pernosky. |
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Stephen Seim joined the company as Chief Strategy Officer on March 4, 2015. Before joining the Amedisys team, Seim spent 18 years at Humana where he was responsible for building and leading their Corporate Strategy
Team. This team developed the organization’s overall strategy as well as the strategies identifying and building the growth platforms used to diversify Humana’s business and build their integrated care delivery model. Prior to his work at
Humana, Seim was an Executive at Deloitte Consulting and a Senior Consultant at Ernst & Young. |
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On March 30, David Kemmerly was appointed Senior Vice President of Government Affairs. Kemmerly brings over 25 years of government relations,
with more than 17 years specializing in health care law and public policy. Most recently, he served as |
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Special Counsel of Adams and Reese LLP, a multidisciplinary law firm, where his primary focus was government relations and health care law. Prior to Adams and Reese, LLP, Kemmerly spent nearly
nine years in Public Affairs at Humana; more than seven of those years as Director of State Public Affairs where he was responsible for legislative and regulatory affairs and outcomes in all 50 states. Kemmerly developed and led implementation of
successful state legislative and regulatory strategies that helped protect the business interests of one of the nation’s largest health insurers with over 13 million medical members/enrollees/insureds. |
“I am thrilled to welcome Dan, Martin, Larry, Steve and David to the executive team of Amedisys,” said Kusserow. “We have assembled a group of
experienced health care operators of the highest order who can take Amedisys to the next level with their experience and expertise. We have attracted some of the best strategists and executional operators in the business.”
Two executives will be leaving Amedisys as part of this leadership transition: David Bucey, Senior Vice President, General Counsel and Secretary will depart
the company on May 11, 2015 and Dr. Michael Fleming, Chief Medical Officer, will depart the company on April 15, 2015. The company will conduct a national search for a new Chief Medical Officer, and David Kemmerly will serve as
Interim General Counsel in addition to his role as Senior Vice President of Government Affairs. Amedisys expects to enter into a consulting agreement with both Bucey and Fleming, helping to ensure a smooth transition subsequent to their departures.
“We are grateful to Dave and Dr. Fleming for their outstanding dedication and service to Amedisys,” said Kusserow. “Dave has been
diligent in building a strong system of legal controls and protecting Amedisys’ interest in a challenging healthcare environment over the past seven years. Dr. Fleming has also been a passionate advocate for quality and person-centered
care since joining the Company in 2009. Both have made significant contributions to this organization, and we recognize and thank them for their leadership.”
Amedisys is fully dedicated to its employees, patients, families, referral sources and shareholders and will continue its evolution to lead and transform the
home health and hospice industry.
About Amedisys:
Amedisys, Inc. (NASDAQ: AMED) is a leading health care at home company delivering personalized home health and hospice care to more than 360,000 patients each
year. More than 2,200 hospitals and 61,900 physicians nationwide have chosen Amedisys as a partner in post-acute care. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based recovery and rehabilitation
after an operation or injury, care focused on empowering them to manage a chronic disease, palliative care for those with a terminal illness, or hospice care at the end of life. Amedisys also has the industry’s first-ever nationwide Care
Transitions program, designed to reduce unnecessary hospital readmissions through patient and caregiver health coaching and care coordination, which starts in the hospital and continues throughout completion of the patient’s home health plan of
care. For more information about the Company, please visit: http://www.amedisys.com.
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# # #
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| Media Contact: |
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Investor Contact: |
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| Shannon Hooper |
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David Castille |
| (615) 577-1124 |
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(225) 299-3665 |
| smh@thinkrevivehealth.com |
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david.castille@amedisys.com |
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| Kendra Kimmons |
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| (225) 299-3720
kendra.kimmons@amedisys.com |
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