UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:

LHC GROUP, 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 the appropriate box):

LHC GROUP, INC.

420 West Pinhook Road, Suite A

Lafayette, Louisiana 70503

To Our Stockholders:

You are cordially invited to attend the 2010 Annual Meeting of Stockholders of LHC Group, Inc. to be held on Thursday June 24, 20109, 2011, at 10:00 a.m. (Central time), at our principal executive offices located at 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503.

Regardless of whether you plan to attend the Annual Meetingannual meeting in person, I urge you to submit your proxy as soon as possible to assure your representation at the meeting. For your convenience, you can vote your proxy in any one of the following ways:

Instructions regarding each method of voting are contained in the accompanying Proxy Statement and on the enclosed proxy card. Even if you return avote by proxy, card, if you attend the Annual Meeting,annual meeting, you may withdraw your proxy and vote your shares in person.

We look forward to seeing you at the Annual Meeting.annual meeting.

Sincerely,

Keith G. Myers

President and Chief Executive Officer

April 30, 201029, 2011

LHC GROUP, INC.

420 West Pinhook Road, Suite A

Lafayette, Louisiana 70503

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 24, 20109, 2011

To the Stockholders of LHC Group, Inc.:

Notice is hereby given that the Annual Meetingannual meeting of Stockholders (the “Annual Meeting”)stockholders of LHC Group, Inc. (the “Company” or “LHC Group”), will be held at the Company’sour principal executive offices located at 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503, on Thursday, June 24, 20109, 2011 at 10:00 a.m. (Central time) for the following purposes:

Only stockholders of record at the close of business on April 29, 201018, 2011 are entitled to notice of and to vote at the Annual Meetingannual meeting or any adjournment or postponement thereof. Your attention is directed to the Proxy Statementproxy statement accompanying this Notice for more complete information regarding the matters to be acted upon at the Annual Meeting.annual meeting.

The BoardOur board of Directors of the Companydirectors unanimously recommends stockholders vote (1) FOR the director nominees named in the Proxy Statement,proxy statement, (2) FOR the adoption of the Company’s 2010 LTIPresolution approving the compensation of our named executive officers, (3) IN FAVOR OF holding an advisory vote on the compensation of our named executive officers EVERY THREE YEARS, and (4) FOR ratification of the selection of KPMG LLP as the Company’scompany’s independent registered public accounting firm for fiscal 2010.2011.

Stockholders are cordially invited to attend the Annual Meetingannual meeting in person.

By Order of the Board of Directors

Keith G. Myers

President and Chief Executive Officer

April 30, 201029, 2011

Table of Contents

LHC GROUP, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 24, 20109, 2011

Introduction

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of LHC Group, Inc. (the “Company” or “LHC Group”) from holders of the Company’s common stock, $0.01 par value (“Common Stock”). These proxies will be voted for the purposes set forth herein at theThe 2010 Annual Meeting ofReport to Stockholders, of the Company (the “Annual Meeting”)including financial statements, is being made available to be held at 10:00 a.m. (Central time) on Thursday, June 24, 2010, at the Company’s principal executive offices, located at 420 West Pinhook Road., Suite A, Lafayette, Louisiana 70503, and at any adjournments or postponements thereof. The Notice of Annual Meeting, this Proxy Statement, and thestockholders together with these proxy card are being first mailed to stockholdersmaterials on or about May 10, 2010.2, 2011.

Important Notice Regarding the Availability of Proxy Materials forQUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING

the Shareholder Meeting to Be Held on June 24, 2010.AND VOTING

This Proxy Statement and LHC Group’s Annual ReportWhy am I receiving these proxy materials?

Our board of directors is soliciting your proxy to vote at our 2011 annual meeting of stockholders because you owned shares of our common stock at the close of business on Form 10-KApril 18, 2011, the record date for the fiscal year ended December 31, 2009annual meeting, and are therefore entitled to vote at the meeting. This proxy statement, along with a proxy card or a voting instruction card, is being made available at http://investor.lhcgroup.com/annuals.cfm.

At the Annual Meeting, the Company’sto stockholders will votebeginning May 2, 2011. We have made these materials available to you on the following matters:

Stockholders will also transact any other businessInternet, and have delivered printed proxy materials to you. This proxy statement summarizes the information that may properly come beforeyou need to know in order to cast your vote at the Annual Meeting. Onceannual meeting. You do not need to attend the business of the Annual Meeting concludes, members of our management team and representatives of KPMG LLP, our independent registered public accounting firm, will be present to respond to appropriate questions from stockholders.

The Company’s Board of Directors recommends stockholders vote FOR the election of the Board of Directors’ four Class II nominees for director, FOR the approval and adoption of the Company’s 2010 LTIP and FOR ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2010.

Proxy Solicitation

You are receiving this Proxy Statement and proxy card because you own shares of Common Stock. This Proxy Statement describes matters we would like youannual meeting in person to vote on at the Annual Meeting. It also provides you with information about these matters so that you can make an informed decision.your shares.

What is a proxy?

A proxy is your legal designation of another person, also referred to as a “proxy,” to vote your shares of stock. The written document providing notice of the Annual Meetingannual meeting and describing the matters to be considered and voted on is called a “proxy statement.” The document used to designate a proxy to vote your shares of stock is called a “proxy card”.card.” Our board of directors has designated two of our officers, Keith G. MyersDonald D. Stelly and Peter C. November, as proxies for the Annual Meeting.annual meeting.

When and where will the annual meeting be held?

The annual meeting will be held at 10:00 a.m. Central Time on Thursday, June 9, 2011, at our principal executive offices, located at 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503.

Who is soliciting my proxy?

Our board of directors is soliciting your proxy to vote on all matters scheduled to come before the 2011 annual meeting of stockholders, whether or not you attend in person. By voting by proxy via the Internet or by telephone, or by signing and returning a proxy card or voting instruction card, you are authorizing the proxy holders to vote your shares at our annual meeting as you have instructed.

On what matters will I be voting?

At the annual meeting, our stockholders will be asked to vote on the following matters:

Our stockholders will also be asked to consider any other business that properly comes before the meeting. Once the business of the annual meeting concludes, members of our management team and representatives of KPMG LLP, our independent registered public accounting firm, will be present to respond to appropriate questions from stockholders.

How does the board of directors recommend that I cast my vote?

The board of directors unanimously recommends that you vote:

We do not expect any matters to be presented for action at the meeting other than the items described in this proxy statement. By voting by proxy via the Internet or by telephone, or by signing and returning a proxy card or voting instruction card you will give to the persons named as proxies discretionary voting authority with respect to any other matter that may properly come before the annual meeting, and they intend to vote on any such other matter in accordance with their best judgment.

How many votes may I cast?

You have one vote for every share of our common stock that you owned on April 18, 2011, the record date.

How many votes can be cast by all stockholders?

As of the record date, we had 18,674,512 shares of common stock outstanding, each of which is entitled to one vote.

How many shares must be present to hold the annual meeting?

Our bylaws provide that the presence at the meeting, whether in person or by proxy, of the holders of a majority of the voting power of the outstanding shares of common stock entitled to vote in the election of directors constitutes a quorum necessary to properly convene a meeting of our stockholders. The inspector of election will determine whether a quorum exists. Abstentions will be treated as shares present for quorum purposes, but broker non-votes will not be counted as present for purposes of a quorum, as they are not shares entitled to vote in the election of directors.

How do I vote?

Stockholder of Record.

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the proxy materials, including a proxy card were sent directly to you by us.

If you are a stockholder of record, there are four ways to vote:

Only the latest dated proxy received from you, whether by Internet, telephone or mail, will be voted at the annual meeting. If you vote by Internet, please do not mail your proxy card.

Beneficial Owner of Shares Held in Street Name.

If your shares are held byin an account at a bank or brokerage firm, bank, broker-dealer, or other similar organization, then you are considered the “beneficial owner”beneficial owner of shareshares held in “street name.name,” and the notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form from the organization holding your shares.

If you are a beneficial owner, there are four ways to vote:

What happens if I don’t vote for a proposal? What is a broker non-vote?

Stockholders of Record

If you are a stockholder of record and you:

then the proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

Beneficial Owners of Shares Held in Street Name

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your bank or brokerage firm (the record holdershares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares) forwarded these proxy materials, alongshares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of elections that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a voting instruction card, to you.“broker non-vote.”

Voting ProceduresWhich proposals are considered “routine” or “non-routine”?

Only recordThe ratification of our independent registered public accounting firm for 2011 (Proposal 4) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore, no broker non-votes are expected to exist in connection with this proposal.

The election of directors (Proposal 1), the approval of the compensation of our named executive officers (Proposal 2), and the frequency of the stockholder vote on compensation of our named executive officers (Proposal 3) are matters considered non-routine under applicable rules. A broker or other nominee cannot vote without instruction on non-routine matters, and therefore, there may be broker non-votes on Proposals 1, 2, and 3.

Shares subject to broker non-votes will not be counted as votes for or against and will not be included in calculating the number of votes necessary for the approval of such matters to be presented at the meeting. Additionally, broker non-votes will not be counted as present for purposes of a quorum, as they are not shares entitled to vote in the election of directors.

What vote is required to elect directors?

Our bylaws provide that directors are elected by a plurality of the votes cast by holders of shares of Common Stock outstanding as of the close of business on April 29, 2010 (the “Record Date”) areour common stock present in person or by proxy and entitled to notice of and to a vote at the Annual Meeting and any adjournment(s) or postponement(s) thereof. Each share of Common Stock is entitled to one vote on all matters presented atannual meeting. This means that the Annual Meeting. Stockholders do not havenominees for available directorships who receive the right to cumulate their votes, and proxies cannot be voted for a greaterhighest number of persons for director than the number of nominees named. As of the close of business on the Record Date, the Company had 18,620,796 shares of Common Stock outstanding and entitled to vote. The Notice of Annual Meeting, this Proxy Statement, and the proxy cardaffirmative votes cast are being first mailed to stockholders on or about May 10, 2010.

Stockholders may cast their votes in several different ways.elected. When voting for director nominees, theyyou may (1) vote “FOR” all the nominees, (2) “WITHHOLD” authority to vote for all nominees, or (3) “WITHHOLD” authority to vote for one or more nominees but vote “FOR” the other nominees. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a director. Abstentions, withheld votes and broker non-votes will have no effect on the plurality vote for the election of directors.

What vote is required to adopt the other proposals at the meeting?

The proposals to (1) adopt a resolution approving the compensation of our named executive officers, and (2) ratify the selection of KPMG LLP as our independent registered public accounting firm will be decided by the vote of the holders of a majority of the voting power present in person or by proxy and entitled to vote at the annual meeting. Abstentions will have the same effect as a vote against each of these proposals.

The proposal to select the frequency of the stockholder vote on the compensation of our named executive officers will be decided by a plurality of votes cast by holders of our common stock present in person or by proxy and entitled to vote at the annual meeting. This means that the option that receives the highest number of votes cast will be selected by the stockholders. With respect to other proposals, stockholdersthis proposal, you may vote “FOR”for “EVERY YEAR”, “EVERY TWO YEARS”, “EVERY THREE YEARS” or “AGAINST” the proposal, or theyyou may “ABSTAIN” from voting“ABSTAIN.” Abstentions will have no effect on the plurality vote for this proposal.

Can I revoke or change my vote after I deliver my proxy?

Yes. Your proxy can be revoked or changed at any time before it is voted by notice in writing to our Corporate Secretary, by our timely receipt of another proxy with a later date or by voting in person at the annual meeting.

How will votes be counted?

An Inspectorinspector of Electionelections will be appointed to, among other things, to determine the number of shares of Common Stockcommon stock outstanding on the Record Date,record date, the number of shares represented at the Annual Meeting,annual meeting, the existence of a quorum and the authenticity, validity and effect of proxies, to receive votes of ballots, to hear and determine all challenges and questions in any way arising in connection with the right to vote, to count and tabulate all votes and to determine the results of the matters considered at the Annual Meeting.annual meeting.

Voting in person. YouWho pays for soliciting proxies?

We pay all expenses of soliciting proxies for the annual meeting. In addition to solicitations by mail, arrangements have been made for brokers and nominees to send proxy materials to their principals, and we will reimburse them for their reasonable expenses. We may vote your shareshave our employees or other representatives (who will receive no additional compensation for their services) solicit proxies by telephone, e-mail, personal interview or other means.

Could other matters be considered and voted upon at the Annual Meeting either in person or by proxy. If you are a registered stockholderannual meeting?

Our board does not expect to bring any other matter before the annual meeting, and you attend the Annual Meeting, youit is not aware of any other matter that may deliver your completed proxy card in person. Additionally, we will pass out written ballots to registered stockholders who desire to vote in personbe considered at the Annual Meeting. Voting bymeeting. In addition, pursuant to our by-laws, the time has elapsed for any stockholder to properly bring a matter before the meeting. However, if any other matter does properly come before the meeting, the proxy holders will vote the proxies in responsetheir discretion.

What happens if the annual meeting is postponed or adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to this solicitation will not affect a stockholder’s rightchange or revoke your proxy until it is voted.

Do I need identification to attend the Annual Meeting and to voteannual meeting in person.person?

Yes, please bring proper identification. If you are a beneficial owner, please bring acceptable proof of shares held in street name,ownership, such as a letter from your broker or an account statement stating or showing that you may not vote your shares in person at the Annual Meeting unless you obtain a power of attorney or proxy form frombeneficially owned our common stock on the record holderdate.

How can stockholders present proposals and director nominations for our 2012 annual meeting?

If a stockholder wants to have a proposal formally considered at our 2012 annual meeting of your shares. All holdersstockholders and included in the company’s proxy statement for that meeting, we must receive the proposal in writing at our principal executive offices by January 2, 2012, and the proposal must comply with applicable federal proxy rules.

If a stockholder wants to make a proposal or submit a director nomination for consideration at our 2012 annual meeting but does not wish to have it included in our proxy statement, we must receive the proposal in writing at our principal executive offices no earlier January 31, 2012 and no later than March 1, 2012. If the date of sharesthe 2012 annual meeting of Common Stock,stockholders is more than 30 days before or individuals holding their duly appointed proxies, may attendafter June 9, 2012 (the anniversary date of the Annual Meeting. Stockholders must present a form2011 annual meeting of photo identificationstockholders), to be admitted totimely, the Annual Meeting. If you hold your shares in street name, you are invited to attend the Annual Meeting, but you will also need to bring a copy of your bank or brokerage statement evidencing your ownership of Common Stock as of the Record Date to gain admittance.

Voting by proxy.We urge you to vote by proxy even if you intend to attend the Annual Meeting in person. If you are a registered stockholder atmust deliver notice no later than the close of business on the Record Date, you may vote by proxy through the Internet, telephone or by completing, signing, dating and returning the enclosed proxy card, in time to be

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received by uslater of 90 days prior to the Annual Meeting. If you vote by Internet2012 annual meeting of stockholders or by telephone, you do not need to return your10 days

following the day on which the company first makes public announcement of the date of the 2012 annual meeting of stockholders. See the section titled “Stockholder Proposals” in this proxy card. You maynot vote by more than one method. If you submit your vote by more than one method, only the last vote that is submitted will be countedstatement for additional information about stockholder nominations. All stockholder proposals and each previous vote will be disregarded. If you do not return your proxy card and do not attend the Annual Meeting, and the shares are registered in your name, your shares will not be voted.

If a proxy is properly voted and not revoked, the shares represented by the proxy will be voted in accordancedirector nominations must comply with the instructions provided. If a proxy card is signed but no instructionsrequirements of our bylaws. Those requirements are given with respectseparate from and in addition to the matters to be acted upon, the shares represented by the proxy will be voted FOR the electionrequirements of the four Class II directors nominated by the Company’s Board of Directors, FOR the approvalSecurities and adoption of the 2010 LTIP and FOR theExchange Commission (“SEC”) that a stockholder must meet in order to have a stockholder proposal to ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2010. We know of no other business that will be presented at the Annual Meeting. However, if any other matter properly comes before the stockholders for vote at the Annual Meeting, your shares will be voted in accordance with the best judgment of the proxy holders.

Voting through a bank or broker. If your shares are held in “street name”, your bank or brokerage firm forwarded these proxy materials, as well as voting instructions, to you. Please follow the instructions on the voting instruction card to vote your shares. Your bank or brokerage firm may allow you to vote by telephone or the Internet.

As the beneficial owner of the shares, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. If you do not give instructions to your bank or brokerage firm, it will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, your shares will be considered “broker non-votes” on that proposal. Proposal 3—Ratification of Independent Registered Public Accounting Firm is a routine matter. Proposal 1—Election of Directors and Proposal 2—Approval and Adoption of the 2010 Long Term Incentive Plan are both non-routine matters.

Quorum and Votes Required

A quorum must be present at the Annual Meeting to conduct any business. The Company’s bylaws require the presence, in person or by proxy, of the holders of a majority of the voting power of the outstanding shares of Common Stock entitled to voteincluded in the election of directors to constitute a quorum. If a quorum is not present, a majority of the shares represented at the Annual Meeting may adjourn the Annual Meeting to another date, time or place. No notice of the time and place of the adjourned meeting will be given if the adjournment is for less than 30 days and no new record date is fixed for the adjourned meeting. Abstentions will be treated as shares present for quorum purposes, but broker non-votes will not be counted as present for purposes of a quorum, as they are not shares entitled to vote in the election of directors.

If a quorum is present at the Annual Meeting, the following stockholder votes will be required for approval of the proposals to be submitted at the Annual Meeting:

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Expensescompany’s proxy statement.

The Company will bear the costaddress of solicitation, including the preparation, assembly, printingour principal executive offices to which proposals and mailing of the proxy materials. Copies of solicitation materials willnominations should be furnished to brokerage houses, fiduciaries and custodians holding shares for forwarding to the beneficial owners of the shares. The Company may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitations in person or by telephone, facsimile or other means by directors, officers or employees of the Company. No additional compensation will be paid to these individuals for any such services. Except as described above, the Company does not presently intend to solicit proxies other than by mail.

Revocability

Any registered stockholder voting by proxy may revoke that proxy at any time at or before the Annual Meeting by (a) giving written notice of such revocation, prior to or at the Annual Meeting, to the Company, Attention: Secretary,directed is 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503, (b) voting in person at the Annual Meeting, or (c) casting a new vote by telephone or the Internet prior to the Annual Meeting, or by properly executing and delivering to the Company, prior to or at the Annual Meeting, a proxy card bearing a later date. Your presence at the Annual Meeting will not in itself revoke your proxy; you must obtain a ballot and vote or deliver a later-dated proxy card at the Annual Meeting to revoke your proxy. Unless properly revoked, the shares represented by proxies received by the Board of Directors will be voted at the Annual Meeting.

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PROPOSALS FOR STOCKHOLDER ACTION

PROPOSAL 1

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 1, THE ELECTION OF JOHN L. INDEST, RONALD T. NIXON, W.J. “BILLY” TAUZIN AND KENNETH E. THORPE.

The Company’s Board of Directors (the “Board”) is composed of three classes, designated Class I, Class II and Class III, with one class of directors elected each year for a three-year term. The term of the four Class II directors expires at the 2010 Annual Meeting. The current Class II directors are John L. Indest, Ronald T. Nixon, W.J. “Billy” Tauzin and Kenneth E. Thorpe. The Board is currently composed of ten directors, eight of whom are outside, non-employee directors and two of whom are employee directors. The Nominating and Corporate Governance Committee conducted an evaluation of each Class II nominee to evaluate his performance prior to recommending to the Board his nomination for an additional term as a director. Upon the recommendation of the Nominating and Corporate Governance Committee, which consists entirely of independent directors, the Board nominated Messrs. Indest, Nixon, Tauzin and Thorpe for election as Class II directors to serve until the Annual Meeting of Stockholders in 2013 and until their successors have been elected and qualified.

The term of the Class III directors will expire at the 2011 annual meeting of stockholders of the Company, and the term of the Class I directors will expire at the 2012 annual meeting of stockholders of the Company. Each succeeding term of a director in Class I, Class II, or Class III shall be for three years and until his or her successor is elected and qualified. The current Class I Directors are Monica F. Azare, John B. Breaux and Dan S. Wilford and the current Class III directors are Keith G. Myers, Ted W. Hoyt and George A. Lewis.

The Certificate of Incorporation of the Company (the “Certificate of Incorporation”) presently provides that the number of directors shall be fixed from time to time by the Board pursuant to a resolution adopted by a majority of the Board. At each annual meeting of stockholders, or special meeting in lieu thereof, after the initial classification of the board of directors, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election, or special meeting held in lieu thereof. The number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The Company’s bylaws further provide that newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or by resolution of the Board, be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office until their successor is elected and qualified.

Each nominee for election at the Annual Meeting has consented to be a candidate and to be so named in this Proxy Statement and to serve, if elected. The Company does not know of any reason why any nominee would be unable or, if elected, will decline to serve as a director. If any nominee becomes unable or unwilling to serve, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the persons named as proxies will vote your shares for the substitute nominees, unless you have voted “WITHHOLD” with respect to the original nominee.

Directors are elected by a plurality of the votes cast at the Annual Meeting. Therefore, the four nominees for election as Class II directors who receive the greatest number of votes cast at the Annual Meeting will be elected to the Board as Class II directors. Shares may not be voted cumulatively, and proxies cannot be voted for a greater number of persons than the number of nominees named. Unless otherwise specified, shares voted by the accompanying proxy card will be voted “FOR” John L. Indest, Ronald T. Nixon, W.J. “Billy” Tauzin and Kenneth E. Thorpe as Class II directors.

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Information Regarding Nominees for Class II Director:

Nominees for Election as Class II Directors for a Three-Year Term

Expiring at the Annual Meeting of Stockholders to be held in Fiscal 2013

John L. Indesthas served as Special Advisor to the Chief Executive Officer since August 2009. Mr. Indest is our immediate past President, a position he held from September 2007 until August 2009, and our immediate past Chief Operating Officer, a position he held from 2005 until June 2009. Prior to that, he served as an Executive Vice President and as our Senior Vice President and Chief Operating Officer of Home-Based Services, beginning in May 2001. Mr. Indest has also served as a director since June 2000. From November 1998 to May 2001, Mr. Indest served as our Vice President. Prior to joining us in November 1998, Mr. Indest served as President, Chief Executive Officer and co-owner of Homebound Care, Inc., a regional home health provider. Mr. Indest has testified before the U.S. House of Representatives’ Ways and Means Subcommittee on healthcare issues and was co-chairman of the Louisiana Task Force on Ethics, overseeing compliance issues applicable to home health and hospice in the state of Louisiana. He formerly served on the Board of Directors of the National Association of Home and Hospice Care. Mr. Indest is a registered nurse with a Masters of Science in Health Services Administration from the University of St. Francis. The Board believes that Mr. Indest’s experience as a registered nurse, combined with his extensive experience in home health operations contributes greatly to the Board’s composition and to the Company’s leadership role within the home care industry.

Ronald T. Nixonhas served as a director since July 2001. Mr. Nixon is a founding principal of The Catalyst Group, formed in 1990, which has managed two small business investment companies, or SBICs, one participating preferred SBIC and six private equity investment funds. Prior to joining The Catalyst Group, Mr. Nixon operated companies in the manufacturing, distribution and service sectors. Mr. Nixon has served or currently serves on the boards of directors of numerous private companies. Mr. Nixon holds a Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin and is a registered Professional Engineer in the State of Texas. The Board believes that Mr. Nixon’s extensive experience with acquisitions and the capital markets contributes greatly to the Board’s composition and ability to oversee the Company’s strategic growth strategy.

Congressman W.J. “Billy” Tauzinwas appointed as our Lead Director in January 2005. In December 2004, Congressman Tauzin was named President and Chief Executive Officer of the Pharmaceutical Research and Manufacturers of America, a trade group that serves as one of the pharmaceutical industry’s top lobbying groups. He served 12 terms in the U.S. House of Representatives, representing Louisiana’s 3rd Congressional District since being first sworn in in 1980. From January 2001 through December 2004, Congressman Tauzin served as Chairman of the House Committee on Energy and Commerce. He also served as a senior member of the House Resources Committee and Deputy Majority Whip. Prior to serving as a member of Congress, Congressman Tauzin was a member of the Louisiana State Legislature, where he served as Chairman of the House Natural Resources Committee and Chief Administration Floor Leader. He currently serves on the Board of Directors of Entergy Corporation. Congressman Tauzin received a Bachelor of Arts Degree from Nicholls State University and a Juris Doctorate from Louisiana State University. The Board believes that Congressman Tauzin’s extensive involvement with healthcare and governmental affairs during his distinguished service in Congress, combined with his leadership within the pharmaceutical industry contributes greatly to the Board’s ability to establish and oversee strategy with regard to the Company’s work with Congress and other industry leaders on reimbursement and quality related matters.

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Kenneth E. Thorpe, PhDhas served as a director since February 2010. Dr. Thorpe is the Robert W. Woodruff Professor and Chair of the Department of Health Policy and Management in Rollins School of Public Health of Emory University. He also co-directs the Emory Center of Health Outcomes and Quality. Dr. Thorpe has held similar faculty positions in Public Health at Tulane University, University of North Carolina at Chapel Hill, Harvard University and Columbia University. He was Deputy Assistant Secretary for Health Policy in the U.S. Department of Health and Human Services from 1993 to 1995. In this capacity, he coordinated all financial estimates and program impacts of President Clinton’s healthcare reform proposals for the White House. Dr. Thorpe directed the Clinton administration’s efforts regarding Congressional healthcare reform proposals during the 103^rd and 104^th sessions of Congress. Dr. Thorpe has testified before several committees in the U.S. Senate and House of Representatives on healthcare reform and insurance issues. In 1991, Dr. Thorpe was awarded the Young Investigator Award presented to the most promising health services researcher in the country under age 40 by the Association for Health Services Research. Dr. Thorpe has authored and co-authored over 85 articles, book chapters and books and is a frequent national presenter on issues of healthcare financing, insurance and healthcare reform at healthcare conferences, on television and in the media. Dr. Thorpe received his Ph.D. from the Rand Graduate School, an M.A. from Duke University and his B.A. from the University of Michigan. Dr. Thorpe also currently serves as the Executive Director of the Partnership to Fight Chronic Disease (PFCD), a national and state-based coalition committed to raising awareness of the number one cause of death, disability and rising healthcare costs in the U.S., the rising rates of preventable and treatable chronic diseases. The Board believes that Dr. Thorpe’s extensive experience in chronic disease management and health policy contributes greatly to the Board’s ability to oversee the Company’s strategic efforts in regards to clinical quality and innovation initiatives.

Information Regarding Directors Continuing in Office:

Class III Directors Continuing in Office Whose Terms

Expire at the Annual Meeting of Stockholders to be held in Fiscal 2011

Keith G. Myersis our co-founder and has served as Chairman of the Board and Chief Executive Officer (or similar positions in our predecessors) since 1994. Mr. Myers served as President of the Company from 1994 to 1997 and again assumed the role as President in August 2009. Prior to joining us, Mr. Myers founded, co-owned and operated Louisiana Premium Seafoods, Inc., an international food processing, procurement and distribution company. In 1999, Mr. Myers was named Business Executive of the Year by the Louisiana Rural Health Association. Mr. Myers received credentials from the National Association for Home Care and Hospice in 1999 and was granted credentials by the Healthcare Financial Management Association in 2005. Mr. Myers has been an active participant in the Home Health Top 100 since 2002 and has participated in the preparation of numerous white papers and presentations to members of both the U.S. Senate and House of Representatives, specifically related to health care reimbursement methodologies. In June 2003, Mr. Myers received the Regional Entrepreneur of the Year for outstanding performance in the field of Healthcare Services and was officially inducted as a lifetime member of The National Entrepreneur of the Year Hall of Fame in November 2003. The Board believes that Mr. Myers’s extensive experience in the home care industry combined with his leadership role as the Company’s President and Chief Executive Officer provides great value to the ability of the Board to establish and oversee the Company’s strategic initiatives.

Ted W. Hoythas served as a director since August 2004. Mr. Hoyt has practiced corporate and tax law since 1977, counseling both private and public corporations. Since January 1999, Mr. Hoyt has served as the Managing General Manager of the law firm of Hoyt & Stanford, LLC. Mr. Hoyt was the co-founder of Omni Geophysical

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Corporation, which later became Omni Energy Services, a publicly traded company, for which he served as a director and officer from 1986 to 1996. Mr. Hoyt has also served as a tax attorney with the National Office of the Internal Revenue Service. Mr. Hoyt holds a Bachelor of Science degree in Business Administration from the University of Louisiana at Lafayette, a Juris Doctorate from Louisiana State University and a Masters in Tax Law degree from Georgetown University. Mr. Hoyt is admitted to the Bar in Louisiana, New York and the District of Columbia. The Board believes that Mr. Hoyt’s legal background provides value in the Board’s ability to provide oversight with respect to the Company’s compliance with applicable federal and state legal requirements.

George A. Lewishas served as a director since August 2004. Mr. Lewis commenced his auditing career with Arthur Andersen & Co. in 1958. In 1963, Mr. Lewis joined the firm of Broussard, Poche, Lewis & Breaux, L.L.P., Certified Public Accountants, where he served as an audit partner until his retirement in 1996. Since 1996, Mr. Lewis has primarily served as an expert audit and accounting defense witness with respect to litigation involving various nationally recognized accounting firms. Mr. Lewis has served on various committees of the American Institute of Certified Public Accountants, including as a member of the Auditing Standards Board from 1990 through 1994, and as a member of the Society of Louisiana Certified Public Accountants. Mr. Lewis has authored an education course to train CPAs to deal with issues of the elderly. Mr. Lewis holds CPA certificates in Louisiana and Texas and is a member of the American Institute of Certified Public Accountants and the Society of Louisiana Certified Public Accountants. Mr. Lewis received a Bachelor of Science from Louisiana State University. Mr. Lewis serves as the chairman on our Audit Committee. The Board believes that Mr. Lewis’s extensive experience in auditing and financial reporting provides great value to the Board and the Audit Committee in overseeing the Company’s financial reporting obligations and in overseeing the internal audit function of the Company. Mr. Lewis serves as the Company’s “audit committee financial expert.”

Class I Directors Continuing in Office Whose Terms

Expire at the Annual Meeting of Stockholders to be held in Fiscal 2012

Monica F. Azarewas appointed as a director in November 2007. Ms. Azare currently serves as Senior Vice President of Corporate Communications for Verizon Communications. Prior to this position, Ms. Azare served as Senior Vice President-Public Policy and Government Affairs for Verizon Communications and before that she served as Executive Director and Senior Counsel of Federal Affairs for Verizon Wireless. Ms. Azare’s distinguished career also includes service as Vice President, Federal Affairs for Insight Communication in New York and Chief Counsel to House Energy and Commerce Chairman Billy Tauzin. Ms. Azare is a member of the Federal Communications Bar Association, Louisiana State Bar Association and the Corporate Counsel of Women of Color, and she was selected as a 2006-2007 David Rockefeller Fellow. She currently serves on several boards of directors, including the New York City Partnership Foundation and the Louisiana State University College Advisory Board. Ms. Azare is also a member of the Executive Leadership Council. A Louisiana native, Ms. Azare received a Bachelor of Arts degree from Louisiana State University and a Juris Doctorate from the Southern University Law Center. The Board believes that Ms. Azare’s extensive experience in governmental affairs, combined with her leadership role with Verizon Communications, provides the Board with significant value in overseeing the Company’s work with regards to legislative and regulatory matters as well as communication with shareholders, employees and other constituents.

Senator John B. Breauxwas appointed as a director in February 2007. Senator Breaux has served in both the U.S. Senate and the U.S. House of Representatives. Most recently and until his retirement from public service in 2005, Senator Breaux represented the State of Louisiana in the U.S. Senate for three consecutive terms, beginning in 1987. Prior to his tenure as Senator, he served as a member of the U.S. House of Representatives from 1972 to 1987. Senator Breaux began his career in 1972 with his election as a Democrat to the Ninety-

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second Congress in a special election. At the age of 28, he was then the youngest member of the U.S. House of Representatives. Senator Breaux was re-elected to the seven succeeding Congresses and served until January 3, 1987, when he won election as a Democrat to the U.S. Senate. Senator Breaux was re-elected in both the 1992 and 1998 elections. As a member of the Senate, Senator Breaux was Chair and ranking minority member of the Senate Committee on Aging, a member of the Senate Finance Committee and a member of the Senate Commerce Committee where he was recognized as a non-partisan consensus builder. Senator Breaux is a Director of CSX Corporation, on the Board of IMG and a former Senior Managing Director of the Clinton Group, an investment advisory firm. Senator Breaux is also a partner in The Breaux-Lott Leadership Group, a partnership that offers strategic advice, consulting and lobbying services, which he co-founded in 2008. The Board believes that Senator Breaux’s longstanding and distinguished experience in the U.S. House of Representatives and the Senate along with his experience and understanding of the capital markets, the healthcare industry and corporate governance provides the Board with significant value in overseeing the Company’s ongoing quality and reimbursement initiatives with Congress and the National Association of Homecare and Hospice as well as the Board’s role in overseeing the Company’s governance practices and capital raising activities.

Dan S. Wilfordwas appointed as a director in November 2005. He served from 1984 through 2002 as the President and Chief Executive Officer of Memorial Hermann Healthcare System headquartered in Houston, Texas. Mr. Wilford also served as Chief Executive Officer of a community-based, not-for-profit, multi-hospital system in the greater Houston area. Prior to that, he was associated for ten years with Hillcrest Medical Center in Tulsa, Oklahoma and was President of North Mississippi Health Services in Tupelo, Mississippi. He currently serves on the board of directors for one other publicly traded company, Healthcare Realty Trust, and twelve not-for-profit organizations, most of which are related to the healthcare industry. In March 2009, Mr. Wilford was inducted into ModernHealthcare’s Hall of Fame.The Board believes that Mr. Wilford’s extensive experience in healthcare operations and his extensive knowledge of the hospital industry provides significant value to the Board’s ability to provide operational oversight of management and to assist the Company in carrying out its hospital joint venture strategy. Further, Mr. Wilford’s experience on other publicly traded boards provides the Board with valuable insight on corporate governance matters.

PROPOSAL 2

APPROVAL AND ADOPTION OF THE 2010 LONG TERM INCENTIVE PLAN

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2, THE APPROVAL AND ADOPTION OF THE 2010 LONG TERM INCENTIVE PLAN

On April 30, 2010, the Company’s Board of Directors adopted, subject to stockholder approval at the Annual Meeting, the LHC Group, Inc. 2010 Long-Term Incentive Plan. The 2010 LTIP will become effective as of the date it is approved by the stockholders.

Approval and adoption of the 2010 LTIP requires the affirmative vote of a majority of the voting power of the outstanding Common Stock present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against approval and adoption of the 2010 LTIP. Broker non-votes will have no impact on the outcome of Proposal 2, as broker non-votes are not entitled to vote on the matter.

The Company currently maintains the 2005 Incentive Plan (the “Prior Plan”). As of April 29, 2010, there were approximately 511,736 shares of the Company’s Common Stock subject to outstanding awards under the Prior Plan. As of such date, there were approximately 96,427 shares of the Company’s Common Stock reserved and available for future awards under the Prior Plan. If the stockholders approve the 2010 LTIP, all future equity awards will be made from the 2010 LTIP, and the Company will not grant any additional awards under the Prior Plan.

A summary of the 2010 LTIP is set forth below. This summary is qualified in its entirety by the full text of the 2010 LTIP, which is attached to this proxy statement as Appendix A.

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Summary of the 2010 LTIP

Purpose. The purpose of the 2010 LTIP is to promote the Company’s success by linking the personal interests of the Company’s employees, officers, directors and consultants to those of the Company’s stockholders, and by providing participants with an incentive for outstanding performance. The 2010 LTIP is also intended to enhance the Company’s ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

Administration. The 2010 LTIP will be administered by the Compensation Committee (the “Committee”) of the Board. The Committee will have the authority to designate participants; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2010 LTIP; and make all other decisions and determinations that may be required under the 2010 LTIP. The full Board may at any time elect instead to administer the 2010 LTIP. If it does so, it will have all the powers of the Committee under the 2010 LTIP.

Eligibility. The 2010 LTIP permits the grant of incentive awards to employees, officers, non-employee directors, and consultants of the Company and its affiliates as selected by the Committee. The number of eligible participants is approximately 6,998. The number of eligible participants may increase over time based upon future growth of the Company and its affiliates.

Permissible Awards. The 2010 LTIP authorizes the granting of awards in any of the following forms:70503.

Shares Available for Awards. Subject to adjustment as provided in the 2010 LTIP, the aggregate number of shares of Common Stock reserved and available for issuance pursuant to awards granted under the 2010 LTIP is 1,500,000.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY JUNE 9, 2011

Share Counting.The share counting provisions of the 2010 LTIP provide that the following shares will be added back to the 2010 LTIP share reserveThis proxy statement and will again be available for issuance pursuant to awards granted under the 2010 LTIP: (i) unissued or forfeited shares originally subject to an award that is canceled, terminates,

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expires, is forfeited or lapses for any reason; (ii) shares subject to awards settled in cash; (iii) shares withheld or repurchased from an award or delivered by a participant to satisfy minimum tax withholding requirements; (iv) shares delivered to the Company in satisfaction of the exercise price of an option; (v) shares originally subject to an option or SAR that are not issued upon exercise of the option or SAR for any reason, including by reason of net-settlement of the award, the unissued shares originally subject to the award will be added back to the 2010 LTIP share reserve; and (vi) shares subject to an award other than an option or SAR that are not issued for any reason, including by reason of failure to achieve maximum performance goals.

Limitations on Individual Awards. The maximum aggregate number of shares of Common Stock subject to stock-based awards that may be granted under the 2010 LTIP in any 12-month period to any one participant is as follows: options, 500,000; stock appreciation rights, 500,000; restricted stock or stock units, 500,000; and other stock-based awards, 500,000. The maximum aggregate amount that may be paid with respect to cash-based awards under the 2010 LTIP to any one participant in any fiscal year of the Company shall be $2,000,000.

Minimum Vesting Requirements.Full-value awards (which are any stock-settled awards other than options or SARs) granted under the 2010 Plan will either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation. Notwithstanding the foregoing, the Committee may (i) permit acceleration of vesting of full-value awards in the event of a participant’s death, disability, or retirement, or the occurrence of a change in control, and (ii) grant full-value awards covering 10% or fewer of the total number of shares authorized under the 2010 LTIP without respect to these minimum vesting requirements.

Performance Goals. All options and SARs granted under the 2010 LTIP are designed to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). The Committee may designate any other award granted under the 2010 LTIP as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the Committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, region, department or function within the Company or an affiliate:

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The Committee must establish such goals within 90 days after the beginning of the period for which such performance goal relates (or such later date as may be permitted under applicable tax regulations) and the Committee may for any reason reduce (but not increase) any award, notwithstanding the achievement of a specified goal. The Committee may provide, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for specified circumstances or events that occur during a performance period, including but not limited to: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses.

Limitations on Transfer; Beneficiaries. A participant may not assign or transfer an award other than by will or the laws of descent and distribution or, except in the case of an incentive stock option, pursuant to a domestic relations order; provided, however, that the Committee may permit other transfers (other than transfers for value) where it concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. A participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death.

Treatment of Awards upon a Participant’s Retirement or Termination of Service Due to Death or Disability.Unless otherwise provided in an award certificate or any special plan document governing an award, upon the participant’s Retirement, or upon the termination of a participant’s service due to death or Disability (as such terms are defined in the 2010 LTIP), then:

Treatment of Awards upon a Change in Control. Unless otherwise provided in an award certificate or any special plan document governing an award, if within two years after the effective date of the change in control, a participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined in the 2010 LTIP), then:

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Adjustments. In the event of a transaction between the Company and its stockholders that causes the per-share value of the Company’s Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under the 2010 LTIP will be adjusted proportionately, and the Committee must make such adjustments to the 2010 LTIP and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend, or a combination or consolidation of the outstanding Common Stock into a lesser number of shares, the authorization limits under the 2010 LTIP will automatically be adjusted proportionately, and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

Termination and Amendment. The Board or the Committee may, at any time and from time to time, terminate or amend the 2010 LTIP, but if an amendment would constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. In addition, the Board or the Committee may condition any amendment on the approval the stockholders for any other reason. No termination or amendment of the 2010 LTIP may, without the written consent of the participant, reduce or diminish the value of an outstanding award.

The Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by the stockholders, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.

Prohibition on Repricing. As indicated above under “Termination and Amendment,” outstanding stock options cannot be repriced, directly or indirectly, without stockholder approval. The exchange of an “underwater” option (i.e., an option having an exercise price in excess of the current market value of the underlying stock) for another award would be considered an indirect repricing and would, therefore, require stockholder approval.

Certain U.S. Federal Income Tax Effects

The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2010 LTIP. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State and local income tax consequences are not discussed, and may vary from locality to locality.

Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2010 LTIP. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the option at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Incentive Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair

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market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

SARs. A participant receiving a SAR under the 2010 LTIP will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the SAR, the amount of cash and the fair market value of any shares of stock received will be ordinary income to the participant and the Company will be allowed a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

Restricted or Deferred Stock Units. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Cash-Based Performance Awards. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a cash-based performance award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2010 LTIP.

Benefits to Named Executive Officers and Others

As of April 29, 2010, no awards had been granted under the 2010 LTIP. Awards will be made at the discretion of the Committee or pursuant to delegated authority. Therefore, it is not presently possible to determine the benefits or amounts that will be received by such persons or groups pursuant to the 2010 LTIP in the future.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2009 regarding compensation plans under which the Company’s equity securities are authorized for issuance.

PROPOSAL 3

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3, THE RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS THE COMPANY’S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM.

The independent accounting firm of KPMG, LLP (“KPMG”) has served as the Company’s independent auditors since August 20, 2008. The Company’s Audit Committee has selected KPMG to conduct the annual audit of the financial statements of the Company for its fiscal year ending December 31, 2010. KPMG has no financial interest, direct or indirect, in the Company and does not have any connection with the Company except in its professional capacity as an independent auditor.

The ratification by the stockholders of the selection of KPMG as independent auditors is not required by law or by the bylaws of the Company. The Board, consistent with the practice of many publicly held corporations, is nevertheless submitting ratification of its selection of KPMG to its stockholders for approval. If our stockholders do not ratify the selection of KPMG at theLHC Group’s Annual Meeting, the Audit Committee may reconsider its selection of KPMG as the Company’s independent auditorReport for the fiscal year ending December 31, 2010. Even if the selection of KPMG is ratified, the Audit Committee, in its sole discretion, may appoint a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG will be present at the Annual Meeting and will have an opportunity to make a statement, if they so desire, and to respond to appropriate questions.

The ratification of the selection of KPMG requires the approval of a majority of the voting power of the outstanding shares of Common Stock present, in person or by proxy, at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote against the ratification of the selection of KPMG as the Company’s independent registered public accounting firm. Because Proposal 3 is a routine matter, there will be no broker non-votes associated with this proposal.

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PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees related to the audit and other services provided by KPMG for the fiscal years ended December 31, 2009 and 2008:2010 are available at http://investor.lhcgroup.com/annuals.cfm.

On August 20, 2008, the Audit Committee of the Company’s Board of Directors dismissed Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm. Ernst & Young did not issue a report on our financial statements for the fiscal years ended December 31, 2008 or 2009.

During 2006 and 2007, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Ernst & Young would have caused it to make reference to the subject matter of such disagreements in their reports on our financial statements for such years.

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Company’s Audit Committee approves all fees to be paid for audit and audit related services, tax and all other fees of the Company’s independent auditor prior to engagement for those services.

The Audit Committee is responsible for the appointment, compensation and oversight of the work performed by the Company’s independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy requiring it to pre-approve all audit and audit- related services and permitted non-audit services provided by the independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence. The Audit Committee pre-approved all services provided by Ernst & Young and KPMG in 2008 and 2009. The Audit Committee has pre-approved all fiscal 2010 services by Ernst & Young and KPMG.

The Audit Committee pre-approval policy sets forth specified audit, audit-related, tax and other permissible non-audit services, if any, for which pre-approval is provided, without further approval by the Audit Committee, up to a maximum fee amount set annually by the Audit Committee. Pre-approval is generally provided for up to one year, and any proposed services exceeding these fee levels or any services not specifically identified in the policy must be specifically pre-approved by the Audit Committee. The Company’s independent registered public accounting firm and management periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy. The Audit Committee may also pre-approve particular services on a case-by-case basis and may delegate specific pre-approval authority to one or more members pursuant to a resolution adopted by the unanimous approval of the Audit Committee, provided that the member reports any pre-approved services at the next regularly scheduled Audit Committee meeting.

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THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of Directors

The Boardboard has reviewed the independence of each of the Company’sour directors in light of the definition of “independent director” as that term is defined in the NASDAQ Marketplace Rules. As a result of this review, the Boardwe affirmatively determined that all of the directors are independent, with the exception of Keith G. Myers and John L. Indest, each of whom is employed by the Company.company.

In finding all of itsour non-employee directors independent, the Boardwe evaluated twothree relationships that did not constitute related party transactions and, therefore, do not require disclosure pursuant to Regulation S-K Item 404(a). In considering whether Dan S. Wilford qualifies as an independent director, the Boardwe reviewed the Company’scompany’s employment agreement with Ned B. Wilford, the brother of Dan Wilford. The BoardWe concluded that the employment agreement did not disqualify Dan Wilford as an independent director. Secondly, in considering whether Senator John B. Breaux qualifies as an independent director, the Boardwe reviewed the Company’scompany’s relationship with The Breaux-Lott Leadership Group,Patton Boggs, which provides consulting services to the Company,company, and of which Senator Breaux is a partner. The BoardSenior Public Policy Advisor. We concluded that the relationship did not disqualify Senator Breaux as an independent director. Finally, in considering whether Congressman Billy Tauzin qualifies as an independent director, we reviewed the company’s relationship with Alston & Bird, which provides legal and policy related services to the company, and of which Congressman Tauzin serves in a consulting capacity as Special Legislative Counsel. We concluded that the relationship did not disqualify Congressman Tauzin as an independent director.

Board Leadership Structure; Succession Planning

The Boardboard currently combines the role of Chairman of the Board with the role of Chief Executive Officer. The Board hasWe have also established a Lead Director position held by an independent director to further strengthen the governance structure. The Board believesWe believe this structure provides an efficient and effective leadership model for the company. Combining the Chairman and CEOChief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy, while appointing a Lead Director ensures that an independent director serves in a Boardboard leadership position, allowing the independent directors to effectively oversee Companycompany management and key issues related to strategy, risk and integrity. To further assure effective independent oversight, the Board haswe have also adopted a number of governance practices, including:

W.J. “Billy” Tauzin was appointed theas our Lead Director of the Company in January 2005. The Lead Director’s duties include preparing and reviewing agendas and minutes of committee meetings and pertinent Boardboard issues presiding as Chair of the Nominating and Corporate Governance Committee, and presiding at regularly scheduled executive sessions of the Boardboard and other meetings of the independent, non-employee directors.

The Board recognizesWe recognize that no single leadership model is right for all companies and that, depending on the circumstances, other leadership models, such as a separate independent Chairman of the Board, might be appropriate. Accordingly, the Boardwe periodically reviews itsreview our leadership structure.

A key responsibility of the CEOChief Executive Officer and the Boardboard is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in the Company.company. Each year, succession-planning reviews are held at every significant organizational level of the company. During this review, the CEOChief Executive Officer and the Nominating and Corporate Governance Committee discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which the Companycompany makes ongoing leadership assignments. It is a key success factor in managing the long planning and investment lead times of our business.

In addition, the CEOChief Executive Officer maintains in place at all times, and reviews with the Nominating and Corporate Governance Committee, a confidential plan for the timely and efficient transfer of his responsibilities in the event of an emergency or his sudden incapacitation or departure.

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Risk Oversight

The Company’sOur enterprise risk management is an overarching ongoing governance process for identifying, ranking, and managing the risks of our business. Top risks that have been identified through this process are managed by the executive team and assigned to the senior managers responsible for coordinating the monitoring, reporting, and risk mitigation activities associated with such risks, which may be financial, operational or strategic in nature. Senior managers periodically provide detailed reports to the Boardboard or committees of the Board.its committees. Accountability to a committee of the Boardboard is based on the nature of the risk and the applicable responsibilities of the committee. For all other risks not applicable to a committee, accountability is with the Board.board. For example, financial risks are reviewed with the Audit Committee, governance related risks are reviewed by our Nominating and Corporate Governance Committee, while strategic risks are reviewed with the full Board.board. The Board of Directors has delegated to the Compensation Committee the responsibility of assessing the risks associated with the Company’s compensation practices and policies for employees, including a consideration of the counterbalance of risk-taking incentives and risk-mitigating factors in Company practices and policies.

Based on the results of the Compensation Committee’s risk assessment, our management has concluded that our current compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Our management also believes that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and the risk management practices of the Company; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Stockholder Rights Plan

On March 10, 2008, we adopted a three-year stockholder rights plan (commonly referred to as a “poison pill”). Earlier this year, we evaluated the plan and allowed it to expire by its terms on March 11, 2011.

Committees and Meetings of the Board of Directors

During the Company’sour fiscal year ended December 31, 2009,2010, the Boardboard held fivefour meetings and took additional action, from time to time, by unanimous written consent. Additionally, each director attended at least 86%96% of the aggregate number of meetings held in fiscal 20092010 by the Boardboard and its committees on which he or she served. The Board hasWe have established a policy encouraging all members of the Boardboard to attend each annual meeting, of the stockholders of the Company, particularly with respect to those directors who are up for election at any such annual meeting. ThreeFour members of the Boardboard attended the 2009 Annual Meeting of Stockholders.2010 annual meeting.

The Board hasWe have adopted a policy relating to executive sessions of the Board.board. Under this policy, no less frequently than semi-annually, the Board meetsboard is required to meet periodically in executive sessions in which independent directors meet separately from the non-independent directors and members of management. Although the policy only requires semi-annual meetings in executive sessions, our Board has executive session at each Board Meeting. The independent members of the Boardboard held threefour executive sessions during fiscal 2009.2010.

The Board has

We have established four committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Clinical Quality and Innovation Committee, each of which is briefly described below. The following table shows the current membership of these committees.

Audit Committee

During fiscal 2009,2010, the Audit Committee held tennine meetings and took additional action by unanimous written consent. The members of the Audit Committee are Messrs. Lewis, Hoyt and Nixon, with Mr. Lewis serving as Chair. The Board hasWe have determined that each member of the Audit Committee is “independent” as defined in Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the NASDAQ Marketplace Rules, including rules specifically governing audit committeeAudit Committee members. The Board hasWe have also determined that Mr. Lewis is an “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation S-K. A description of Mr. Lewis’ qualifications with regard to his status as an audit committee financial expert can be found in the biographical information set forth under Proposal 1“Information About Directors, Nominees and Management” in this Proxy Statement.proxy statement.

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The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and the charter of the Audit Committee is available on the Company’sour website atwww.LHCGroup.com.

The Audit Committee performs the following functions, among others:

Additional information regarding the Audit Committee and its processes and procedures for the consideration and approval of related party transactions can be found under the heading “Certain Relationships and Related Transactions” later in this Proxy Statement.proxy statement.

Compensation Committee

During fiscal 2009,2010, the Compensation Committee met four times and took additional action by unanimous written consent. The members of the Compensation Committee are Ms. Azare and Messrs. Hoyt and Lewis, with Ms. Azare serving as Chair. The Board of Directors hasWe have determined that each of the members of the Compensation Committee is an “independent director” as defined under the NASDAQ Marketplace Rules, is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act, and is an “outside director” as defined under Section 162(m) of the Internal Revenue Code and related regulations.

The Compensation Committee charter is available on the Company’sour website atwww.LHCGroup.com.The Compensation Committee performs the following functions, among others:

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The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Compensation Committee deems appropriate. In 2010 delegated authority to the committee Chair and our Chief Executive Officer to approve incentive awards under our long-term incentive plans to participants who are not subject to Section 16 of the Exchange Act, provided such awards are consistent with the previously approved methodology for determining awards. Additional information regarding the Compensation Committee and its processes and procedures for the consideration and determination of the executive compensation can be found under the heading “Compensation Discussion and Analysis” later in this Proxy Statement.proxy statement.

Nominating and Corporate Governance Committee

During fiscal 2009,2010, the Nominating and Corporate Governance Committee held twofour meetings and took additional action by unanimous written consent. The members of the Nominating and Corporate Governance Committee are Messrs. Tauzin, Breaux, Nixon, Tauzin and Wilford, with Mr. TauzinWilford serving as Chair. The Board hasWe have determined that the members of the Nominating and Corporate Governance Committee are independent directors under NASDAQ Marketplace Rules.

The charter of the Nominating and Corporate Governance Committee is available on the Company’sour website atwww.LHCGroup.com.The Nominating and Corporate Governance Committee performs the following functions, among others:

Clinical Quality and Innovation Committee

TheDuring fiscal 2010, the Clinical Quality and Innovation Committee was formed in 2009 and held three meetings.met four times. The director members of the Clinical Quality and Innovation Committee are Ms. Azare and Messrs. Thorpe, Wilford and Indest, with Mr. Indest serving as Chair.

The charter of the Clinical Quality and Innovation Committee is available on the Company’sour website atwww.LHCGroup.com.The Clinical Quality and Innovation Committee performs the following functions, among others:

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Director Nominee Evaluation Process

The Nominating and Corporate Governance Committee is responsible for seeking individuals qualified to become Boardboard members, conducting appropriate inquiries into the backgrounds and qualifications of possible Boardboard nominees and proposing nominees for Boardboard membership to the Boardboard for its approval. The Nominating and Corporate Governance Committee will consider candidates for Boardboard membership suggested by its members and other Boardboard members, as well as by management and stockholders.

The GovernanceNominating and NominatingCorporate Governance Committee seeks to ensure that the composition of the Boardboard at all times reflects a variety of complementary experiences and backgrounds sufficient to provide sound and prudent guidance with respect to the operations and interests of the Company.company. The Nominating and Corporate Governance Committee will evaluate prospective nominees considering certain factors, including:

The Nominating and Corporate Governance Committee believes it is appropriate forstrives to ensure that at least one member of the Board to meetboard meets the criteria for an “audit committee financial expert”,expert,” as defined by Item 407(d)(5) of Regulation S-K, and that a majority of the members of the Boardboard meet the definition of “independent director” under the NASDAQ Marketplace Rules. The Nominating and Corporate Governance Committee also believes it appropriate for certain members of the Company’scompany’s management to participate as members of the Board.board. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and

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Corporate Governance Committee may also consider such other factors as it deems are in the best interests of the Companycompany and its stockholders, such as the current composition of the Board,board, the balance of management and independent directors and the need for specialized expertise.

Annually, the Nominating and Corporate Governance and Nominating Committee reviews with the Boardboard the appropriate experience, skills and characteristics expected of the Boardboard members in the context of the current make-up of the Board.board. When we have an opening on the Board,board, we will always look at a diverse pool of candidates. In accordance with our Corporate Governance Guidelines, the assessment includes diversity, skills, such as an understanding of financial statements and financial reporting systems, an understanding of the healthcare industry, experience in operations, experience in governmental matters and experience in acquisitions. We view and define diversity in its broadest sense, which includes gender, ethnicity, education, experience and leadership qualities. If, as a result of the assessment, the Nominating and Corporate Governance Committee determines that adding or replacing a director is advisable, the Nominating and Corporate Governance Committee initiates a search for a suitable candidate to fulfilfulfill the Board’sboard’s needs from a diverse pool of candidates.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Boardboard willing to continue in service. Current members of the Boardboard with skills and experience that are relevant to the Company’sour business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Boardboard with that of the need for additional skills or experience from new Boardboard members. If any member of the Boardboard does not wish to continue in service, or if the Nominating and Corporate Governance Committee or the Boardboard decides not to re-nominate a current Boardboard member for re-election, the Nominating and Corporate Governance Committee identifies the desired skills and experience for a new nominee in light of the criteria for Boardboard members described above. The Nominating and Corporate Governance Committee considers new candidates for the Boardboard recommended by current members of the Boardboard or members of management. In addition, the Nominating and Corporate Governance Committee may, to the extent it deems appropriate, retain a professional search firm and other advisors to identify potential nominees for director. The Nominating and Corporate Governance Committee also considers director candidates recommended by eligible stockholders. The criteria employed by the Nominating and Corporate Governance Committee in evaluating potential nominees does not differ based on whether the candidate is recommended by a stockholder of the Company.company.

A stockholder who wishes to recommend a prospective nominee for the Boardboard to the Nominating and Corporate Governance Committee should submit a written notice by mail to the Nominating and Corporate Governance Committee, c/o theCorporate Secretary, LHC Group, Inc., 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503. Such a written recommendation must be received not less than 120 calendar days nor more than 150 calendar days before the first anniversary of the date of the Company’scompany’s notice of annual meeting sent to stockholders in connection with the previous year’s annual meeting.

Stockholder recommendations to the Nominating and Corporate Governance Committee should include, at a minimum:

Stockholders may also continue to make their own direct nominations to the Board,board, for election at an annual or special meeting of the stockholders, in accordance with the procedures set forth in the Company’sour bylaws

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relating to stockholder nominations. For additional information about direct nominations by stockholders, see the section below entitledtitled “Stockholder Proposals”.Proposals.” There have been no changes to the procedures by which stockholders may recommend nominees to our Boardboard of Directorsdirectors, as set forth above, since the Company’s lastcompany’s disclosure of such procedures which appeared in the definitive proxy statement for our 2009 Annual Meeting2010 annual meeting of Stockholders.stockholders.

Stockholder Proposals

For nominations or other business to be properly brought before anour annual meeting by a stockholder, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Company, (2) such business must be a proper matter for stockholder action under the Delaware General Corporation Law, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Company with a solicitation notice, such stockholder or beneficial owner must, in the case of a proposal, have delivered prior to the meeting a proxy statement and form of proxy to holders of at least the percentage of the Company’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered prior to the meeting a proxy statement and form of proxy to holders of a percentage of the Company’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the solicitation notice, and (4) if no solicitation notice relating thereto has been timely provided, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a solicitation notice.stockholder:

To be timely, a stockholder’s notice shall be delivered to the Corporate Secretary of the Companycompany at the principal executive offices of the Companycompany not less than 60 or more than 90 days prior to the first anniversary of the date on which the Companycompany first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if no proxy materials were mailed by the Companycompany in connection with the preceding year’s annual meeting, or if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (a) the 90th day prior to such annual meeting or (b) the 10th day following the day on which public announcement of the date of such annual meeting is first made.

Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A

under the Exchange Act, together with such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as it appears on the Company’scompany’s books, and of any such beneficial owner, (ii) the class and number of shares of the Companycompany that are owned beneficially and of record by such stockholder and any such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’scompany’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’scompany’s voting shares to elect such nominee or nominees.

Neither the Corporate Secretary of the Companycompany nor the Nominating and Corporate Governance Committee has received any nominations from any of the Company’scompany’s stockholders in connection with the 2010 Annual Meeting.2011 annual meeting.

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Stockholder Communications with the Board of Directors

The Boardboard accepts communications sent to the Board (or to specified individual directors) by stockholders of the Company.our stockholders. Stockholders may communicate with the Boardboard (or with specified individual directors) by writing to them at LHC Group, Inc., c/o Corporate Secretary, 420 West Pinhook Road, Suite A, Lafayette, Louisiana 70503. Communications should be sent by overnight or certified mail, return receipt requested. All written communications received from our stockholders of the Company will be forwarded promptly to the member(s) of the Boardboard to whom the communication is directed or, if the communication is not directed to any particular member(s) of the Board,board, the communication will be forwarded to all members of the Board.board.

Compensation Committee Interlocks and Insider Participation

Ms. Azare and Messrs. Hoyt, Lewis, and Wilford served as members of the Compensation Committee of the Boardboard during fiscal 2009.2010. None of the members of the Compensation Committee during fiscal 20092010 was, during fiscal 20092010 or formerly, an officer or employee of the Company.company. During fiscal 2009,2010, none of the Company’scompany’s executive officers served as a member of a board of directors or compensation committeeCompensation Committee of any entity that has one or more executive officers serving as a member of the Company’s Boardcompany’s board or Compensation Committee.

Code of Business Conduct and Ethics

In compliance with requirements of both the Securities and Exchange Commission (“SEC”)SEC and NASDAQ Marketplace Rules, the Company haswe have adopted a Code of Business Conduct and Ethics applicable to all of itsour directors, officers and employees. The Code of Business Conduct and Ethics can be found on the Company’sour website atwww.LHCGroup.com.

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20092010 DIRECTOR COMPENSATION

The following table sets forth the cash and equity compensation that we paid to our non-employee directors during 2009. Mr. Thorpe was not a director during 2009, and, therefore, he received no compensation.2010.

Director Compensation Plan.Plan

The Company’scompany’s Amended and Restated 2005 Non-Employee Directors Compensation Plan, as amended, which we refer to as the “Director Compensation Plan,” provides for both cash and equity compensation for our non-employee directors. Employees of the Companycompany do not receive any compensation for serving on our Board.board.

Cash Compensation.

In 2009,2010, our non-employee directors received the following fees, as applicable, for their services on our Board;board;

Beginning in 2010, our non-employee directors receive the following fees, as applicable, for their services on our Board;

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Equity Compensation

The Director Compensation Plan provides for annual grants of restricted stock to non-employee directors. On March 1, 2010,each non-employee director received an award of restricted stock having an aggregate value equal to $55,000. The number of shares of Restricted Stock awarded to each non-employee director was determined by dividing $55,000 by the Fair Market Value per share as of the date of grant (rounded up to the nearest hundred shares). New These annual restricted stock grants vests on the first anniversary of the grant date. In addition, the Director Compensation Plan provides that new directors, other than the Lead Director, receive an initial grant of 3,500 shares of restricted stock. The Lead Director receives an initial grant of 7,000 shares of restricted stock. These initial grants of restricted stock vest one-third on the date of grant and one-third on each of the first two anniversaries of the grant date. Additionally, the Director Compensation Plan provides for annual grants of restricted stock to non-employee directors. Prior to 2010, annually, on March 1^st, each non-employee director serving on that date received an award of restricted stock having an aggregate value equal to $38,000. The number of shares of Restricted Stock awarded to each non-employee director was determined by dividing $38,000 by the Fair Market Value per share as of the date of grant (rounded up to the nearest hundred shares). Beginning March 1, 2010, the aggregate value granted on March 1^st was increased to $55,000. The number of shares of Restricted Stock that will be awarded to each non-employee director will be determined by dividing $55,000 by the Fair Market Value per share as of the date of grant (rounded up to the nearest hundred shares). The annual restricted stock grant vests on the first anniversary of the grant date.

Benefits.

We reimburse each non-employee director for expenses associated with attending Boardboard and committee meetings and other board-related activities. Non-employee directors do not receive other benefits from the Company.company.

INFORMATION ABOUT DIRECTORS, NOMINEES AND MANAGEMENT

Our board is composed of three classes, designated Class I, Class II and Class III, with one class of directors elected each year for a three-year term. For each nominee, each of our other directors whose term will continue after the annual meeting and each of our executive officers, the following sets forth the age, positions with us, and principal occupations and employment during the past five years, any family relationships among such persons, and, if a nominee or a director, each person’s directorships in other public corporations during the past five years and the year that he or she was first elected a director of us or our predecessor. We have also included information about each director and nominee’s specific experience, qualifications, attributes, or skills that led our board to conclude that he or she should serve as one of our directors, in light of our business and structure.

Information Regarding Nominees for Class III Directors:

MANAGEMENTNominees for Election as Class III Directors for a Three-Year Term Expiring at the annual meeting of Stockholders to be held in Fiscal 2011

Keith G. Myersis our co-founder and has served as Chairman of the Board and Chief Executive Officer (or similar positions in our predecessors) since 1994. Mr. Myers served as President of the company from 1994 to 1997 and again assumed the role as President from August 2009 to November 2010. Prior to joining us, Mr. Myers founded, co-owned and operated Louisiana Premium Seafoods, Inc., an international food processing, procurement and distribution company.

In 1999, Mr. Myers was named Business Executive of the Year by the Louisiana Rural Health Association. Mr. Myers received credentials from the National Association for Home Care and Hospice in 1999 and was granted credentials by the Healthcare Financial Management Association in 2005. Mr. Myers has been an active participant in the Home Health Top 100 since 2002 and has participated in the preparation of numerous white papers and presentations to members of both the U.S. Senate and House of Representatives, specifically related

to health care reimbursement methodologies. In June 2003, Mr. Myers was named the Regional Entrepreneur of the Year for outstanding performance in the field of Healthcare Services and was officially inducted as a lifetime member of The National Entrepreneur of the Year Hall of Fame in November 2003. We believe that Mr. Myers’s extensive experience in the home care industry combined with his leadership role as our Chief Executive Officer provides great value to the ability of the board to establish and oversee the company’s strategic initiatives.

Ted W. Hoythas served as a director since August 2004. Mr. Hoyt has served as the Managing General Manager of the law firm of Hoyt & Stanford, LLC since January 1999 and has practiced corporate and tax law since 1977, counseling both private and public corporations. Mr. Hoyt was the co-founder of Omni Geophysical Corporation, which later became Omni Energy Services, a publicly traded company, for which he served as a director and officer from 1986 to 1996. Mr. Hoyt has also served as a tax attorney with the National Office of the Internal Revenue Service.

Mr. Hoyt holds a Bachelor of Science degree in Business Administration from the University of Louisiana at Lafayette, a Juris Doctorate from Louisiana State University and a Masters in Tax Law degree from Georgetown University. Mr. Hoyt is admitted to the Bar in Louisiana, New York and the District of Columbia. We believe that Mr. Hoyt’s legal background provides value in the board’s ability to provide oversight with respect to the company’s compliance with applicable federal and state legal requirements.

George A. Lewishas served as a director since August 2004. Mr. Lewis has primarily served as an expert audit and accounting defense witness with respect to litigation involving various nationally recognized accounting firms since his retirement in 1996. Prior to his retirement, Mr. Lewis served as an audit partner at the firm of Broussard, Poche, Lewis & Breaux, L.L.P., Certified Public Accountants from 1963 to 1996. Mr. Lewis commenced his auditing career with Arthur Andersen & Co., where he worked from 1958 to 1963.

Mr. Lewis has served on various committees of the American Institute of Certified Public Accountants, including as a member of the Auditing Standards Board from 1990 through 1994, and as a member of the Society of Louisiana Certified Public Accountants. Mr. Lewis has authored an education course to train CPAs to deal with issues of the elderly. Mr. Lewis holds CPA certificates in Louisiana and Texas and is a member of the American Institute of Certified Public Accountants and the Society of Louisiana Certified Public Accountants. Mr. Lewis received a Bachelor of Science from Louisiana State University. Mr. Lewis serves as the Chair of our Audit Committee and is also a member of the Compensation Committee. We believe that Mr. Lewis’s extensive experience in auditing and financial reporting provides great value to the board and the Audit Committee in overseeing the company’s financial reporting obligations and in overseeing the internal audit function of the company. Mr. Lewis serves as our “audit committee financial expert.”

Information Regarding Directors Continuing in Office:

Class I Directors Continuing in Office Whose Terms

Expire at the annual meeting of Stockholders to be held in Fiscal 2012

Monica F. Azarehas served as a director since November 2007. Ms. Azare has served as Senior Vice President of Corporate Communications for Verizon Communications since 2008. Prior to this position, Ms. Azare served as Senior Vice President-Public Policy and Government Affairs for Verizon Communications from 2006 to 2008 and before that she served as Executive Director and Senior Counsel of Federal Affairs for Verizon Wireless from 2000 to 2006. Ms. Azare’s distinguished career also includes service as Vice President, Federal Affairs for Insight Communication in New York and Chief Counsel to House Energy and Commerce Chairman Billy Tauzin.

Ms. Azare is a member of the Federal Communications Bar Association, Louisiana State Bar Association and the Corporate Counsel Women of Color, and she was selected as a 2006-2007 David Rockefeller Fellow. She currently serves on several boards of directors, including the New York City Partnership Foundation and the Louisiana State University College Advisory Board. Ms. Azare is also a member of the Executive Leadership Council. A Louisiana native, Ms. Azare received a Bachelor of Arts degree from Louisiana State University and a Juris Doctorate from the Southern University Law Center. We believe that Ms. Azare’s extensive experience in governmental affairs, combined with her leadership role with Verizon Communications, provides the board with significant value in overseeing the company’s work with regards to legislative and regulatory matters as well as communication with shareholders, employees and other constituents.

Senator John B. Breauxhas served as a director since February 2007. Senator Breaux serves as a Senior Public Policy Advisor at Patton Boggs LLP. Senator Breaux also currently serves as a director of CSX Corporation. Until his retirement from public service in 2005, Senator Breaux represented the State of Louisiana in the U.S. Senate for three consecutive terms beginning in 1987. Prior to his tenure as Senator, he represented the State of Louisiana in the U.S. House of Representatives from 1972 to 1987. Senator Breaux began his career in 1972 with his election as a Democrat to the Ninety-second Congress in a special election. At the age of 28, he was then the youngest member of the U.S. House of Representatives. Senator Breaux was re-elected to the seven succeeding Congresses and served until January 3, 1987, when he won election as a Democrat to the U.S. Senate. Senator Breaux was re-elected in both the 1992 and 1998 elections.

Senator Breaux held numerous leadership positions during his 14 years in the U.S. House of Representatives and 18-year tenure in the U.S. Senate, where he served on the House Public Works and Transportation Committee, the Senate Finance Committee, and the Senate Commerce Committee where he was recognized as a non-partisan consensus builder. Senator Breaux also served as Chair and ranking minority member of the Senate Committee on Aging. Senator Breaux founded the Centrist Coalition of Senate Democrats and Republicans and served as Chairman of the Democratic Leadership Council. We believe that Senator Breaux’s longstanding and distinguished experience in the U.S. House of Representatives and the Senate along with his experience and understanding of the capital markets, the healthcare industry and corporate governance provides the board with significant value in overseeing the company’s ongoing quality and reimbursement initiatives with Congress and the National Association of Homecare and Hospice as well as the board’s role in overseeing the company’s governance practices and capital raising activities.

Dan S. Wilfordhas served as a director since November 2005. Mr. Wilford served as the President and Chief Executive Officer of Memorial Herman Healthcare System, headquartered in Houston, Texas from 1984 until his retirement in 2002. Mr. Wilford also served as Chief Executive Officer of a community-based, not-for-profit, multi-hospital system in the greater Houston area. Prior to that, he was associated for ten years with Hillcrest Medical Center in Tulsa, Oklahoma and was President of North Mississippi Health Services in Tupelo, Mississippi. Mr. Wilford currently serves as a director for Healthcare Realty Trust and twelve not-for-profit organizations, most of which are related to the healthcare industry.

In March 2009, Mr. Wilford was inducted intoModern Healthcare’s Hall of Fame.We believe that Mr. Wilford’s extensive experience in healthcare operations and his extensive knowledge of the hospital industry provide significant value to the board’s ability to provide operational oversight of management and to assist the company in carrying out its hospital joint venture strategy. Further, Mr. Wilford’s experience on other publicly traded boards provides us with valuable insight on corporate governance matters.

Class II Directors Continuing in Office Whose Terms

Expire at the annual meeting of Stockholders to be held in Fiscal 2013

John L. Indesthas served as a director since June 2000 and as Special Advisor to the Chief Executive Officer since August 2009. Mr. Indest previously served as our President, a position he held from September 2007 to August 2009, and our immediate past Chief Operating Officer, a position he held from 2005 to June 2009. Prior to that, he served as an Executive Vice President and as our Senior Vice President and Chief Operating Officer of Home-Based Services, beginning in May 2001. From November 1998 to May 2001, Mr. Indest served as our Vice President. Prior to joining us in November 1998, Mr. Indest served as President, Chief Executive Officer and co-owner of Homebound Care, Inc., a regional home health provider.

Mr. Indest has testified before the U.S. House of Representatives’ Ways and Means Subcommittee on healthcare issues and was Co-Chairman of the Louisiana Task Force on Ethics, overseeing compliance issues applicable to home health and hospice in the state of Louisiana. He formerly served on the board of directors of the National Association of Home and Hospice Care. Mr. Indest is a registered nurse with a Masters of Science in Health Services Administration from the University of St. Francis. We believe that Mr. Indest’s experience as a registered nurse, combined with his extensive experience in home health operations contributes greatly to the board’s composition and to the company’s leadership role within the home care industry.

Ronald T. Nixonhas served as a director since July 2001. Mr. Nixon is a founding principal of The Catalyst Group, formed in 1990, which has managed two small business investment companies, or SBICs, one participating preferred SBIC and six private equity investment funds. Prior to joining The Catalyst Group, Mr. Nixon operated companies in the manufacturing, distribution and service sectors. Mr. Nixon has served or currently serves on the boards of directors of numerous private companies.

Mr. Nixon holds a Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin and is a registered Professional Engineer in the State of Texas. We believe that Mr. Nixon’s extensive experience with acquisitions and the capital markets contributes greatly to the board’s composition and ability to oversee the company’s strategic growth strategy.

Congressman W.J. “Billy” Tauzinhas served as our Lead Director since January 2005. Since December 2010, Congressman Tauzin has served as Special Legislative Counsel to Alston & Bird LLP. From December 2004 to June 2010, Congressman Tauzin was President and Chief Executive Officer of the Pharmaceutical Research and Manufacturers of America, a trade group that serves as one of the pharmaceutical industry’s top lobbying groups. He served 12 terms in the U.S. House of Representatives, representing Louisiana’s 3rd Congressional District since being first sworn in in 1980. From January 2001 through December 2004, Congressman Tauzin served as Chairman of the House Committee on Energy and Commerce. He also served as a senior member of the House Resources Committee and Deputy Majority Whip. Prior to serving as a member of Congress, Congressman Tauzin was a member of the Louisiana State Legislature, where he served as Chairman of the House Natural Resources Committee and Chief Administration Floor Leader. He currently serves as a director of Entergy Corporation.

Congressman Tauzin received a Bachelor of Arts Degree from Nicholls State University and a Juris Doctorate from Louisiana State University. We believe that Congressman Tauzin’s extensive involvement with healthcare and governmental affairs during his distinguished service in Congress, combined with his leadership

within the pharmaceutical industry, contributes greatly to the board’s ability to establish and oversee strategy with regard to the company’s work with Congress and other industry leaders on reimbursement and quality related matters.

Kenneth E. Thorpe, PhDhas served as a director since February 2010. Dr. Thorpe is the Robert W. Woodruff Professor and Chair of the Department of Health Policy and Management in Rollins School of Public Health of Emory University. He also co-directs the Emory Center of Health Outcomes and Quality. Dr. Thorpe has held similar faculty positions in Public Health at Tulane University, University of North Carolina at Chapel Hill, Harvard University and Columbia University. He was Deputy Assistant Secretary for Health Policy in the U.S. Department of Health and Human Services from 1993 to 1995. In this capacity, he coordinated all financial estimates and program impacts of President Clinton’s healthcare reform proposals for the White House. Dr. Thorpe directed the Clinton administration’s efforts regarding Congressional healthcare reform proposals during the 103^rd and 104^th sessions of Congress. Dr. Thorpe has testified before several committees in the U.S. Senate and House of Representatives on healthcare reform and insurance issues.

In 1991, Dr. Thorpe was awarded the Young Investigator Award presented to the most promising health services researcher in the country under age 40 by the Association for Health Services Research. Dr. Thorpe has authored or co-authored over 85 articles, book chapters and books and is a frequent national presenter on issues of healthcare financing, insurance and healthcare reform at healthcare conferences, on television and in the media. Dr. Thorpe received his Ph.D. in from the Rand Graduate School, a Masters of Arts from Duke University and his Bachelor of Arts from the University of Michigan. Dr. Thorpe also currently serves as the Executive Director of the Partnership to Fight Chronic Disease, a national and state-based coalition committed to raising awareness of the number one cause of death, disability and rising healthcare costs in the U.S., the rising rates of preventable and treatable chronic diseases. We believe that Dr. Thorpe’s extensive experience in chronic disease management and health policy contributes greatly to the board’s ability to oversee the company’s strategic efforts in regards to clinical quality and innovation initiatives.

Information Regarding Management

The following table provides information regarding the executive officers of the Company:company:

Keith G. Myerscurrently serves has served as our President and Chief Executive Officer.Officer (or similar position in our predecessors) since 1994. Please refer to the biography of Mr. Myers provided under the heading “Proposal 1-Election of Directors – Directors—Information Regarding Nominees for Class III Directors, Continuing in Office,” above.

Peter J. RomanDonald D. Stellyserves has served as our President and Chief Operating Officer since November 2010. Prior to then, Mr. Stelly served as our Executive Vice President and Chief Operating Officer, and prior to that, he served as our Senior Vice President of Operations. Mr. Stelly joined the company in April 2005 after serving as the Chief Executive Officer of Doctor’s Hospital, a subsidiary of LifePoint Hospitals, Inc. which is based in Brentwood, Tennessee. Prior to attaining that position, Mr. Stelly served as Chief Operating Officer and Chief Nursing Officer of Doctor’s Hospital which was nationally recognized for attaining superior operating results through Service Excellence. Additionally, Mr. Stelly has enjoyed a career of providing direct patient care as a Registered Nurse in a variety of settings within the healthcare continuum. He earned a Bachelor’s Degree in nursing from the University of Southwestern Louisiana in 1991.

Peter J. Roman has served as our Executive Vice President & Chief Financial Officer and Treasurer.since 2007. Prior to then, Mr. Roman joined the Company in April 2005 and served as theour Vice President/Controller and was named Senior Vice

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President, Chief Financial Officer and Treasurer in 2007.Controller. Prior to joining us in 2005, Mr. Roman served as the Chief Financial Officer for VLP Corporate Services from 2004 to 2005. From 1997 to 2004, he served as the Chief Financial Officer for Unifab International, Inc., a publicly-traded oilfield fabrication services company located in Southwest Louisiana. Mr. Roman also served as a Certified Public Accountant for 13 years with Ernst & Young in their New Orleans location. He is a member of the Society of Louisiana Certified Public Accountants and received a Bachelor’s Degree in accounting from Louisiana State University.

Donald D. Stellyserves as our Executive Vice President and Chief Operating Officer. Most recently, Mr. Stelly served as our Senior Vice President of Operations. Mr. Stelly joined the Company in April 2005 after serving as the Chief Executive Officer at Doctor’s Hospital, a subsidiary of LifePoint Hospitals, Inc. which is based in Brentwood, Tennessee. Prior to attaining that position, Mr. Stelly served as Chief Operating Officer and Chief Nursing Officer of Doctor’s Hospital which was nationally recognized for attaining superior operating results through Service Excellence. Additionally, Mr. Stelly has enjoyed a career of providing direct patient care as a Registered Nurse in a variety of settings within the healthcare continuum. He earned a Bachelor’s Degree in nursing from the University of Southwestern Louisiana in 1991.

Peter C. Novemberserves has served as our Executive Vice President, General Counsel and Corporate Secretary.Secretary since 2009. Prior to then, Mr. November joined the Company in August 2008served as our Senior Vice President and General Counsel. Between 1996 and 2008, when Mr. November joined us, he was a partner with the law firm Alston & Bird LLP in Atlanta, Georgia, where his practice focused on representing publicly traded high growth healthcare companies. Mr. November has been a member of several professional organizations, including the American Bar Association’s Public Company Acquisition Task Force and the Corporate Governance Task Force for the American Health Lawyers Association, as well as various civic and community organizations. He is admitted to the Georgia Bar.Bar and is a Certified Public Accountant. Mr. November received a Bachelor of Science degree in accounting from the University of Kentucky and graduatedmagna cum laude from the University of Kentucky College of Law in 1996.

Daryl J. Doiseserves has served as our Executive Vice PresidentPresident-Joint Venture Development and Facility- Based Operations, since January 2011. Prior to then, Mr. Doise served as our Chief Corporate Development Officer. He previouslyOfficer and prior to that he served as our Chief Operating Officer of Facility-Based Services, beginning in May 2002. Prior to joining the Companyus in May 2002, Mr. Doise was employed for the previous four years by Quorum Health Services where he served as President and Chief Executive Officer of Opelousas General Hospital, a 200-bed hospital with over 800 employees. Mr. Doise has also served as an officer and member of the Boardboard of Directorsdirectors of the Louisiana Hospital Association. Mr. Doise received a Bachelor of Science degree from Louisiana State University, with a major in accounting, and earned a Masters of Business Administration from Tulane University.

John L. Indest servesSECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock held beneficially, directly or indirectly, as of the Special Advisorrecord date by (a) each person known by the company to be the beneficial owner of more than 5% of the common stock, (b) each director and director nominee of the company, (c) each named executive officer of the company, and (d) all directors, nominees and executive officers of the company as a group, together with the percentage of the outstanding shares of common stock that such ownership represents. The percentage of beneficial ownership is based on 18,674,512 shares of common stock outstanding on the record date.

Except as noted in the footnotes below, we believe, based on information provided to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

(5)	Includes 7, 000 shares issuable upon the exercise of stock options exercisable within 60 days of April 29, 2011.

(6)	Includes 4, 000 shares issuable upon the exercise of stock options exercisable within 60 days of April 29, 2011.

(7)	Includes 15,000 shares issuable upon the exercise of stock options exercisable within 60 days of April 29, 2011.

(8)	Based on the Schedule 13G/A filed with the SEC on January 14, 2011.

(9)

Based on the Schedule 13G/A filed with the SEC on February 16, 2010 by FMR LLC and Edward C. Johnson, 3d. This Schedule 13G/A reports that each of Johnson and FMR, through its control of Fidelity Management & Research Company, has sole dispositive power with respect to 1,387,333 shares. Fidelity is a wholly-owned subsidiary of FMR and acts as an investment advisor to various investment companies holding the 1,387,333 shares for which Fidelity is the beneficial owner. According to the Schedule 13G/A, Pyramis Global Advisors Trust Company (“Pyramis”), an indirect wholly-owned subsidiary of FMR, serves as investment manager of institutional accounts holding 217,420 shares over which each Johnson and FMR through its control of Pyramis, has sole voting and dispositive power.

(10)	Based on the Schedule 13G/A filed with the SEC on February 7, 2011.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, the company’s directors, executive officers and any person beneficially owning more than 10% of our common stock are required to report their ownership of the common stock and any changes in that ownership to the Chief Executive Officer. Please referSEC. These persons also are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Specific due dates for these reports have been established, and the company must report in this proxy statement any failure to make required filings on a timely basis for the fiscal year ended December 31, 2010. Based solely on a review of the Section 16(a) reports furnished to us and written representations from our directors and executive officers that no other reports were required for such persons, we believe that all reporting requirements were satisfied in fiscal 2010, with the following exception. On August 1, 2010, Dan Wilford purchased 4,740 shares of the Company’s Common Stock. While, a Form 4 was not filed timely for the purchase of stock; a Form 4/A was filed on April 28, 2011, to report the Stock Purchase.

PROPOSAL 1

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

PROPOSAL 1, THE ELECTION OF KEITH G. MYERS, TED W. HOYT

AND GEORGE A. LEWIS.

The term of the three Class III directors expires at the 2011 annual meeting. The current Class III directors are Keith G. Myers, Ted W. Hoyt and George A. Lewis. The Nominating and Corporate Governance Committee conducted an evaluation of each Class III nominee to evaluate his performance prior to recommending to the biographyboard his nomination for an additional term as a director. Upon the recommendation of Mr. Indest provided under the heading “Proposal 1—ElectionNominating and Corporate Governance Committee, which consists entirely of Directors—Information Regarding Nomineesindependent directors, we nominat Messrs. Myers, Hoyt and Lewis for election as Class I Director”, above.III directors to serve until the annual meeting of Stockholders in 2014 and until their successors have been elected and qualified.

Each nominee for election at the annual meeting has consented to be a candidate and to be so named in this proxy statement and to serve, if elected. We do not know of any reason why any nominee would be unable or, if elected, will decline to serve as a director. If any nominee becomes unable or unwilling to serve, we may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the persons named as proxies will vote your shares for the substitute nominees, unless you have voted “WITHHOLD” with respect to the original nominee.

27Directors are elected by a plurality of the votes cast at the annual meeting. Therefore, the three nominees for election as Class III directors who receive the greatest number of votes cast at the annual meeting will be elected to the board as Class III directors. Shares may not be voted cumulatively, and proxies cannot be voted for a greater number of persons than the number of nominees named. Unless otherwise specified, the persons named as proxies will vote your shares “FOR” the election of Keith G. Myers, Ted W. Hoyt and George A. Lewis as Class III directors.

EXECUTIVE OFFICER COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section contained in this proxy statement below with management. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and in its proxy statement for the 2011 annual meeting of stockholders.

Submitted by the Compensation Committee of the Company’s Board of Directors.

Monica F. Azare—Chair

Ted W. Hoyt

George A. Lewis

COMPENSATION DISCUSSION AND ANALYSIS

In the paragraphs that follow, we will give an overview and analysis of our executive compensation program and policies, the material compensation decisions we have made under those programs and policies with respect to our top executive officers, and the material factors that weour Compensation Committee considered in making those decisions. Later in this proxy statement you will find a series of tables containing specific information about the compensation earned or paid in 20092010 to the following individuals, whom we refer to as our named executive officers:

Executive Summary

The discussion below is intendedour diluted earnings per share have increased 58.6% to help you understand the detailed information provided$2.68 in the series of tables and put that information into context within our overall compensation program.

Objectives of Our Compensation Program2010 from $1.69 in 2008.

We believe that each executive officer has the potential to affect both the short-term and long-term profitability of the Company.company. Therefore, we place considerable importance on creating and implementing our executive compensation program to properly compensate and incentivize our executive officers. Our executive compensation program emphasizes the creation of stockholder value by focusing on the overall performance of the Companycompany and recognizing and rewarding each executive officer’s contributions to the success of the Company.company.

Our compensation philosophy is to integrate our compensation program with corporate performance by linking a substantial portion of executive officer compensation to the achievement of financial goals that are critical to the success of the Company.company. Our objective is to have a compensation program that will allow us to attract, motivate, and retain qualified executives, and align the interests of our executive officers with the interests of stockholders. In order to further this objective, our compensation program is structured to incorporate certain key principles, which are reflected in various elements of our compensation program, as summarized below:

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Role of the Compensation Committee

Our Compensation Committee assists our Board of Directors in discharging its responsibilities relating to compensation of our executive officers. The Compensation Committee reviews and approves all compensation that is payable to our executive officers. Each of the three members of our Compensation Committee is independent as that term is defined under the listing standards of NASDAQ and the director independence standards adopted by our Board. We believe that their independence from management allows the Compensation Committee members to provide objective consideration of various elements that could be included in an executive compensation program and apply independent judgment about which elements and designs best achieve our compensation objectives.

How We Determine and Assess Executive Compensation

We believe that the total compensation package available to our executives should be fair and competitive, should provide enhanced levels of financial reward based on higher levels of performance, and should be designed to recognize and reward both short and long term performance.

As described below, the Compensation Committee determines appropriate elements and levels of compensation for our named executive officers based upon input from our chief executive officer,Chief Executive Officer, market data provided by a third-party compensation consultant every year, analysis of market data and trends, and an analysis of internal pay-equity.

Role of Independent Compensation Consultants.

To assist in evaluating our compensation practices, the Compensation Committee from time to time retains an independent compensation consultant to provide advice and ongoing recommendations regarding executive compensation practices that are consistent with our business goals and pay philosophy. We believe that this input and advice produces more informed decision-making and assures that an objective perspective is considered in this important governance process. In 2008, the Compensation Committee retained the executive compensation consulting services of Longnecker and Associates (“Longnecker”). Specifically, we instructed Longnecker to (i) review the total compensation package (base salary, annual cash incentives and long-term equity incentives) we pay to our named executive officers, (ii) assess the competitiveness and reasonableness of our compensation program as compared to a peer group of companies within the health care industry with similar revenue levels and market capitalization, and (iii) provide conclusions and recommendations for the current and future total compensation packages for our named executive officers. We believe that this input and advice produces more informed decision-making and assures that an objective perspective is considered in this important governance process. TheWhen establishing compensation levels for our executive officers for 2010, we continued to refer to the results of the 2008 study, were used to establish our 2009 executive compensation, based onand also internally reviewed current industry and market standardspractices within our peer group. The report confirmed ourIn the fall of 2010, the Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) to provide executive compensation program was reasonableconsulting services, and competitive within our industry peer group.instructed Pearl Meyer to conduct a similar compensation study to be used by the Compensation Committee when setting and establishing executive compensation for fiscal year 2011.

Market Data and Peer Group.

The Compensation Committee reviews and analyzes market data to ensure that our executive officer compensation is competitive with the marketplace. We consider the compensation levels, programs and practices of other companies within our industry and of comparable size in terms of revenue and market capitalization to assist us in setting our executive compensation so that it is market competitive. WeFor 2010, we used the following peer group for these purposes: Amedisys, Inc., Almost Family, Inc., Genesis HealthCare Corporation; Gentiva Health Services;Services, Inc.; Odyssey HealthCare, Inc.; Chemed Corporation; RehabCare Group, Inc.; Hanger Orthopedic Group, Inc.; Skilled Healthcare Group, Inc.; Healthways, Inc; AmSurg Corporation; National HealthCare Corporation; America Service Group, Inc.; Ensign Group, Inc.; Radnet, Inc.; Alliance HealthCare Services Inc.; IPC The Hospitalist Company Inc.; Continucare Corporation; and VistaCare, Inc.Addus HomeCare Corporation.

In 2009,2010, we adjusted the compensation levels of our named executivesexecutive officers after comparing to the above peer group. As our strategy changes and we leverage our capabilities into other markets, we intend to review the peer groupsgroup annually to assure that we have the appropriate marketplace focus. The Compensation Committee used the reported market data to understand competitive compensation, industry trends and best practices regarding executive compensation practices; however, in 2009,2010, we did not set a specific benchmark with regard to competitive data. Instead, the Committeecommittee used the information previously provided by Longnecker, as well as publicly available information on our peer group, to assess current industry and market compensation packages and the reasonableness of our compensation program compared to our peer group.

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Role of Executive Officers.

Our president and chief executive officerChief Executive Officer recommends to the Compensation Committee base salary, target bonus levels and long-term incentive awards for our executive officers. Our president and chief executive officerChief Executive Officer bases these recommendations on data and analysis regarding our peer group, information provided by our compensation consultant, and qualitative judgments regarding individual performance. Our president and chief executive officerChief Executive Officer is not present when the Compensation Committee discusses or determines any aspect of his pay.

Elements of Our Compensation Program

Our executive compensation program consists primarily of the following components: base salary, annual cash incentive awards (which are paid quarterly), and long-term equity incentive awards. In addition, we provide certain other benefits, such as limited perquisites, retirement benefits and severance benefits. The percentage mix of total compensation for 2010 for each named executive officer (as reported in the Summary Compensation Table on page 27) is as follows:

Base Salary

We provide base salaries to our executive officers as compensation for day-to-day responsibilities and sustained performance. Base salary provides our executive officers with an element of compensation that is not “at-risk.” We consider a combination of objective and subjective factors in determining the appropriate base

salaries for our executive officers. Objective factors include salaries paid by companies in our peer group to officers in similar positions, base compensation paid to other Companycompany executives, and factors relating to the performance of the Company,company, including net income, earnings per share, return on equity, and growth. Subjective factors relate to the performance of the individual executive officer, and include the following:

While these subjective factors are integrated with the objective factors mentioned above, the overall assessment is primarily a subjective one, intended to reflect the level of responsibility and individual performance of the particular executive officer. With these objective and subjective factors in mind, Mr. Myers conducts an annual merit review of the executive officers, and based on this review, recommends base salaries to the Compensation Committee with respect to the named executive officers other than himself. The Compensation Committee determines the appropriate base salary for Mr. Myers after an annual performance review based on the same factors used to evaluate the other named executive officers. Effective January 1, 2010, we increased the base salaries of our named executive officers as follows in order to reflect each officers levels of responsibility and performance as well as to reflect market conditions.

30In January 2011, the Compensation Committee approved modest increases to the base salaries of our named executive officers. However, as a result of the cuts in Medicare reimbursement and the commitment of the management team to align themselves with our stockholders and employees, in April 2011 the named executive officers voluntarily agreed to reinstate their 2010 base salaries for the remainder of the year. Mr. Stelly’s base salary was also reduced, however due to his promotion to President, the adjusted amount is higher than his 2010 base salary but still lower than his base salary initially established for 2011.

Annual Cash Incentive Awards

The Compensation Committee believes that a significant portion of the total cash compensation for executive officers should be based on the Company’scompany’s achievement of specific performance criteria, and that a significant part of the cash compensation package should be “at-risk.” For 2009,2010, the Compensation Committee approved an annual cash incentive bonus program pursuant to which the named executive officers were awarded an opportunity to earn target cash bonuses equal to 85%as a percentage of base salary. The target percentage of base salary in the case of Messer. Myers, 75%was 80% in the case of Mr. Indest, and 60% of base salaryMyers, 70% in the case of Messrs. Roman, Stelly and Roman, and 60% in the case of Messrs. November and Doise. Under the program, each executive would earn the target cash bonus based on the company’s achievement of the company performance targetsgoals listed below, each of which we believe is critical to our long term success. Each of the performance goals described below accounts for 10% of the executives’ potential bonus award. The company’s achievement of these performance targetsgoals is assessed quarterly, and the weight of each withincash incentive awards are paid quarterly based on those assessments.

Performance Goals

1ST Quarter  2010 Actual Performance

2nd Quarter  2010 Actual Performance

3rd Quarter  2010 Actual Performance

4th Quarter  2010 Actual Performance

1. Company’s achievement of Net Service Revenue for 2010 being greater than the company’s board approved budget for 2010

Yes

Yes

Yes

Yes

2. Company’s achievement of EPS for 2010 being greater than the company’s board approved budget for 2010

Yes

Yes

Yes

No

3. Company’s growth for 2010 being greater than the Health Care Services industry average, as reported by Reuters

Yes

Yes

No

No

4. Company’s quality scores improvement in 2010 being greater than the company’s improvement in 2009, as reported by Outcome Concepts Systems

Yes

Yes

Yes

Yes

5. Company’s patient satisfaction scores for 2010 being greater than the Health Care Services industry average, as reported by Press Ganey

No

No

No

Yes

6. Company’s employee satisfaction scores for 2010 being greater than the Health Care Services industry average, as reported by Morehead & Associates

Yes

Yes

Yes

Yes

7. Company’s employee turnover for 2010 being less than the Health Care Services industry average, as reported by Morehead & Associates

Yes

Yes

Yes

Yes

8. Company’s return on assets (ROA) for 2010 being greater than the Health Care Services industry average, as reported by Reuters

Yes

Yes

Yes

Yes

9. Company’s return on capital (ROC) for 2010 being greater than the Health Care Services industry average, as reported by Reuters

Yes

Yes

Yes

Yes

10. Company’s return on equity (ROE) for 2010 being greater than the Health Care Services industry average, as reported by Reuters

Yes

Yes

Yes

Yes

As reflected above, in 2010, the targeted bonus for each named executive officer are as follows:

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In 2009, the Companycompany achieved nine out of ten of its performance goals. The Company’s net service revenue did not exceed the Board approved budgeted net service revenue.goals for two quarters and eight out of ten for two quarters. As a result, the named executive officers earned aggregate annual bonuses in the following amounts:amounts, which awards were 87.4% of the target bonuses that could have been achieved: Mr. Myers, $324,329;$340,000; Mr. Roman, $155,625;$185,938; Mr. Stelly, $157,913;$200,813; Mr. November, $152,625;$149,625; and Mr. Doise $93,750; and Mr. Indest, $180,313.$135,150.

Long-Term Equity Incentive Awards

The purpose of long-term equity incentives is to align our executive officers’ performance incentives more closely with the interests of stockholders. We provideSince our initial public offering in 2005, we have provided annual long-term equity incentive awards to our executive officers in the form of restricted stock awards. We continue to believe that these awards have been and remain an excellent vehicle for providing financial incentives for management because they align the executives’ interests with those of our stockholders and provide strong incentive for the creation of stockholder value. Time-based restricted stock also provides a strong retentive component to our compensation program.

Restricted Stock Awards Granted in 2009 Based on Fiscal Year 2008 Base Salary and Annual Cash Incentive. The Compensation Committee determined that the grant date value of the 2009 restricted stock awards would be equal to a percentage of the named executive officer’s 2008 base salary, multiplied by the percentage of the annual cash incentive award actually earned in 2008. The actual number of restricted shares awarded to the named executive officers was determined by dividing this grant date value by the fair market value of our Common Stock on the date of grant. Due to the changing reimbursement environment in the home health industry in 2008, the Compensation Committee placed a higher weight on compensation provided by the long term incentive plan.

Messrs. Myers and Indest had the opportunity to earn restricted shares with a grant date value equal to 180% of the named executive officer’s 2008 base salary, multiplied by the percentage of their 2008 annual cash incentive actually earned.

Messrs. Stelly and Doise had the opportunity to earn restricted shares with a grant date value equal to 125% of the named executive officer’s 2008 base salary, multiplied by the percentage of their 2008 annual cash incentive actually earned.

Mr. Roman had the opportunity to earn restricted shares with a grant date value equal to 100% of his 2008 base salary, multiplied by the percentage of his 2008 annual cash incentive actually earned.

Mr. November had the opportunity to earn restricted shares with a grant date value equal to 100% of his 2008 base salary, multiplied by the percentage of his 2008 annual cash incentive actually earned. Since Mr. November joined the Company in August 2008, his opportunity was pro-rated for the period August— December 2008.

These awards are reflected in the 2009 Grants of Plan-Based Awards table in this year’s proxy statement.

Restricted Stock Awards Granted in 2010 Based on Fiscal Year 2009 Base Salary and Annual Cash Incentive.The Compensation Committee determined that the grant date value of the 2010 restricted stock awards would be equal to a percentage of the named executive officer’s base salary, multiplied by the percentage of the annual cash incentive award actually earned in 2009. The actual number of restricted shares awarded to the named executive officers was determined by dividing this grant date value by the fair market value of our Common Stockcommon stock on the date of grant.

Mr. Myers, as Chief Executive Officer, had the opportunity to earn restricted shares with a grant date value equal to 150% of his 2009 base salary, multiplied by the percentage of his 2009 annual cash incentive actually earned.

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Mr. Indest had the opportunity to earn restricted shares with a grant date value equal to 125% of his 2009 base salary, multiplied by the percentage of his 2009 annual cash incentive actually earned. Since Mr. Indest served as President and Chief Operating Officer through September 2009 his opportunity was pro-rated for the period from January 1, 2009 through September 2009.

Messrs. Stelly, Roman, November and Doise had the opportunity to earn restricted shares with a grant date value equal to 100% of the named executive officer’s 2009 base salary, multiplied by the percentage of their 2009 annual cash incentive actually earned.

These awards will beare reflected in the 2010 Grants of Plan-Based Awards table in nextthis year’s proxy statement.

Mr. Stelly received two additional grants during 2010 related to the renewal of the employment agreement and his promotion to President and Chief Operating Officer.

Timing of Equity Grants. Since our initial public offering in 2005 through 2010, we have made five regular grants of restricted stock to our executive officers. In each case, these awards were approved at a regularly scheduled meeting of our Compensation Committee during the first fiscal quarter of the year, after review and consideration of the Company’s performance during the prior fiscal year and achievement of pre-established performance goals. We expect to continue this practice going forward, and we do not have any program, practice or policy of timing equity awards in connection with the release of material non-public information. We did not make an equity grant in the first quarter of 2011. We are studying our equity grant methodology, the use of time vesting restricted stock and potential performance measures. We anticipate making equity grants before the end of 2011.

Employee Stock Purchase Plan. Executive officers may also participate in our Employee Stock Purchase Plan, which permits participants to purchase shares of our Common Stockcommon stock at a 5% discount to the market price. Executive officers are entitled to participate in the Employee Stock Purchase Plan on the same terms as non-executive employees who meet the applicable eligibility criteria, subject to any legal limitations on the amounts that may be contributed or the benefits that may be payable under the Employee Stock Purchase Plan.

Perquisites

We provide our named executive officers with certain perquisites, including club memberships (which we believe facilitates community involvement by our executive officers).limited perquisites. We believe the perquisites provided to our named executive officers are reasonable and conservative in light of industry practices.practices, and the aggregate value of these benefits for our named executive officers did not exceed $10,000 for any executive during 2010.

Retirement Benefits

Retirement benefits fulfill an important role within our overall executive compensation objective by providing a financial security component which promotes retention. We maintain a 401(k) plan, a tax-qualified

defined contribution retirement plan, in which our named executive officers are eligible to participate, along with a substantial majority of our employees. Effective January 1, 2006, we implemented a discretionary match of up to 2% of employee contributions. We do not maintain any excess benefit plans, defined benefit or pension plans, or any deferred compensation plans.

Severance and Change in Control Arrangements

During 2009,2010, we maintained employment agreements with each of our named executive officers that provide, among other things, that the executive will be entitled to receive certain severance benefits in the event of a termination of his employment, and the executive will be entitled to increased benefits in the event that a termination of his employment follows a change in control of the company. We believe these employment agreements are an important element of our executive officers’ overall compensation package because they serve to ensure the continued focus and dedication of our executive officers notwithstanding any personal concerns they may have regarding their own continued employment, either prior to or following a change in control. The increased benefits that are payable in the event of a termination following a change in control are designed to attract and retain qualified executives who might not otherwise join or remain with our Companycompany without financial protection in the event that they are forced out of the Companycompany following a change in control. These

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provisions are also intended to provide for continuity of management in the event of a change in control of our Company.company. We believe that our severance and change in control arrangements are comparable to those provided by the companies in our peer group and competitive within our industry.

As previously disclosed, the Compensation Committee has decided that it will no longer provide gross-ups for the excise tax imposed by Section 4999 of the Internal Revenue Code in connection with change in control arrangements. Accordingly, as the employment agreements with our executive officers have reached their expiration dates, we have revised those agreements in order to the eliminate tax gross-up provisions. As of the date of this proxy statement, none of our named executive officers are entitled to a tax gross-up in connection with a change of control payment, except for Mr. November, whose original employment agreement term will not expire until 2013.

The potential severance and change in control benefits payable under these agreements are more fully described under “Potential Payments upon Termination of Employment” later in this proxy statement.

Tax and Accounting Considerations

The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of compensation for our executive officers. However, the Compensation Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to us with the benefit/value to the executive.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1 million paid to named executive officers unless certain conditions are met. The 2010 Incentive Plan that stockholders are being asked to approve at the Annual Meeting is intended to permit the Compensation Committee to design and designate awards granted under the plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). It is the Compensation Committee’s intent to maximize deductibility of executive compensation while retaining some discretion needed to compensate executives in a manner commensurate with performance and the competitive landscape for executive talent. AllExcluding a portion of Mr. Myers’ compensation, all compensation paid to our executive officers in 20092010 was fully deductible by the Company.

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EXECUTIVE COMPENSATION TABLES

The tables below summarize the total compensation paid to or earned by our named executive officers. See the section titled “Compensation Discussion and Analysis” for a more detailed discussion of our executive compensation program.

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and other compensation that we paid to our named executive officers or that was otherwise earned by our named executive officers for their services in all capacities during 2010, 2009 2008 and 2007.2008.