Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 8, 2020, Michael T. Cartwright, Chairman of the
Board of Directors (the “Board”) and Chief Executive Officer
of AAC Holdings, Inc., a Nevada corporation (the “Company”),
delivered to the Board his conditional resignation as Chief
Executive Officer. Mr. Cartwright’s resignation as Chief
Executive Officer will become effective only upon (i) the
Company entering into amendments to its two previously reported
forbearance agreements, each dated October 30, 2019, entered
into between the Company and the lenders under the Company’s two
primary credit facilities and (ii) the Company receiving
$10.0 million of incremental funding under the Company’s
previously disclosed credit facility entered into by the Company in
March 2019. Mr. Cartwright currently intends to remain as
Chairman of the Board.
Also on January 8, 2020, the Board appointed Andrew W.
McWilliams, the Company’s Chief Financial Officer, to serve as
Chief Executive Officer, commencing upon the effectiveness of
Mr. Cartwright’s resignation, as described above.
Mr. McWilliams, who is 47 years old, joined the Company as
Chief Accounting Officer in August 2014 and became Chief Financial
Officer effective January 1, 2018. From October 1998 through
August 2014, Mr. McWilliams worked as an auditor with
Ernst & Young LLP, a national public accounting firm.
During his tenure with Ernst & Young, Mr. McWilliams
served multiple healthcare clients and also gained experience
across a variety of corporate transactions, including public
offerings of securities and mergers and acquisitions.
Mr. McWilliams is a graduate of Georgia State University.
No changes have been made to Mr. McWilliams’ current
compensation arrangements with the Company, which are described in
the Company’s Annual Report on Form 10-K/A filed with the Securities and
Exchange Commission on April 30, 2019.
There are no arrangements or understandings between
Mr. McWilliams and any other person pursuant to which
Mr. McWilliams was selected as an officer of the Company.
Since the beginning of the Company’s last fiscal year, the Company
has not engaged in any transaction, or any currently proposed
transaction, in which Mr. McWilliams had or will have a direct
or indirect material interest in which the amount involved exceeded
or would exceed $120,000.