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. Cartwrights 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 Companys two primary credit facilities and (ii) the Company receiving $10.0 million of incremental funding under the Companys 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 Companys Chief Financial Officer, to serve as Chief Executive Officer, commencing upon the effectiveness of Mr. Cartwrights 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
Companys 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 Companys 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.