Section 5 – Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2020, the Board of Directors (the “Board”) of Amedisys, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board and by unanimous vote of the Board, increased the size of the Board by one director to a total of nine directors effective December 15, 2020 (the “Effective Date”), and appointed Ivanetta Davis Samuels to fill the resulting vacancy, also effective on the Effective Date. There are no arrangements between Ms. Samuels and any other person pursuant to which she was selected to become a director. It is intended that Ms. Samuels will be a nominee for election to the Board at the Company’s 2021 Annual Meeting of Stockholders.
Contemporaneously with her appointment to the Board, Ms. Samuels was appointed to the Compliance and Ethics, Nominating and Corporate Governance and Quality of Care Committees of the Board.
As a non-employee director, Ms. Samuels will receive the Company’s standard non-employee director compensation, as described in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders, as filed with the United States Securities and Exchange Commission on April 24, 2020, including, subject to the approval of the Compensation Committee, a grant of restricted stock units effective on the date of approval of the Compensation Committee, of 413 restricted stock units, 100% of which will vest on June 9, 2021, predicated upon her continued service as a non-employee director through the vesting date. In connection with her service on the Board, the Company and Ms. Samuels have entered into an Indemnification Agreement, a form of which was previously filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Ms. Samuels is not party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
SECTION 7 - REGULATION FD
| Item 7.01. | Regulation FD Disclosure. |
On December 15, 2020, the Company issued a press release announcing the appointment of Ms. Samuels to the Board, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
