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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2010
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ODYSSEY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-33267 43-1723043
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification Number)
717 North Harwood Street, Suite 1500
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 922-9711
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
As part of the 2010 Annual Meeting of Stockholders (the "Annual Meeting")
of Odyssey HealthCare, Inc., a Delaware corporation ("Odyssey"), the Board of
Directors of Odyssey proposed that Odyssey's stockholders approve an amendment
(the "Amendment") to the Odyssey 2001 Equity-Based Compensation Plan (the
"Plan"). Among other things, the Amendment (1) provides that either the
granting or vesting of awards may be subject to certain performance standards,
(2) describes the persons eligible to receive awards under the Plan, and (3)
specifies the individual limit on awards granted to Covered Employees (as
defined in the Plan), in order that certain awards may continue to be fully
deductible by Odyssey for federal income tax purposes.
The Amendment was approved by Odyssey's stockholders at the Annual Meeting
and became effective as of May 6, 2010.
The above description of the Amendment is qualified in its entirety by
reference to the terms of the Amendment attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 6, 2010, Odyssey held its Annual Meeting. Odyssey's stockholders
approved all three proposals detailed in Odyssey's Definitive Proxy Statement on
Schedule 14A, which was filed with the Securities and Exchange Commission on
April 5, 2010.
The proposals voted on by the stockholders at the Annual Meeting were as
follows:
1. Odyssey's stockholders elected three individuals to the Board of
Directors of Odyssey as set forth below:
Nominees Votes For Against Abstain Broker Non-Votes
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Richard R. Burnham 25,984,857 1,479,839 22,268 2,381,662
James E. Buncher 26,219,427 1,244,914 22,623 2,381,662
Robert A. Ortenzio 23,207,526 4,249,140 30,298 2,381,662
2. Odyssey's stockholders approved the Third Amendment to the Odyssey 2001
Equity-Based Compensation Plan, as set forth below:
Votes For Votes Against Abstain Broker Non-Votes
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25,169,172 2,236,347 81,445 2,381,662
3. Odyssey's stockholders ratified the selection of Ernst & Young LLP as
Odyssey's independent registered public accounting firm for the year
ending December 31, 2010, as set forth below.
Votes For Votes Against Abstain Broker Non-Votes
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29,596,601 236,135 35,890 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Third Amendment to the Odyssey HealthCare, Inc. 2001 Equity-Based
Compensation Plan, effective May 6, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
ODYSSEY HEALTHCARE, INC.
Date: May 11, 2010 By: /s/ R. Dirk Allison
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R. Dirk Allison
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Title
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10.1 Third Amendment to the Odyssey HealthCare, Inc. 2001 Equity-Based
Compensation Plan, effective May 6, 2010.