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OFFON

ADAPTHEALTH CORP.

(AHCO)
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AdaptHealth : Management Change/Compensation (Form 8-K)

07/29/2021 | 06:09pm EDT
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2021, at the annual meeting of stockholders (the 'Annual Meeting') of AdaptHealth Corp. (the 'Company'), the stockholders of the Company approved an amendment and restatement (the '2019 Plan Amendment') of the Company's 2019 Stock Incentive Plan (the '2019 Plan') to (x) increase the number of shares of shares of common stock of the Company, par value $0.0001 per share ('Common Stock') reserved under the 2019 Plan by 2,000,000 shares and (y) following the amendment and restatement of the Certificate of Incorporation of the Company (as described in Item 5.03), reflect that such shares reserved under the 2019 Plan are no longer designated as shares of Class A Common Stock. The 2019 Plan Amendment was previously adopted by the board of directors of the Company (the 'Board') subject to stockholder approval. The 2019 Plan and the 2019 Plan Amendment are described in greater detail in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on July 6, 2021 (the 'Proxy Statement'), under the caption 'Approval of the Amendment and Restatement of the AdaptHealth Corp. 2019 Stock Incentive Plan,' which disclosure is incorporated herein by reference. The description of the 2019 Plan as amended by the 2019 Plan Amendment contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2019 Plan as amended by the 2019 Plan Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 27, 2021, at the Annual Meeting, the stockholders of the Company approved an amendment and restatement of the Company's Second Amended and Restated Certificate of Incorporation. On July 28, 2021, the Company filed its Third Amended and Restated Certificate of Incorporation (the 'Certificate of Incorporation') with the Secretary of State of the State of Delaware, which was effective the same day. Among other things, the Certificate of Incorporation (x) increases the authorized number of shares of Common Stock from 245,000,000 shares of Common Stock to 300,000,000 shares of Common Stock and (y) (i) deletes provisions no longer applicable following the exchange of all outstanding shares of Class B Common Stock and common units representing limited liability company interests in AdaptHealth Holdings LLC for shares of Class A Common Stock of the Company, par value $0.0001 per share ('Class A Common Stock') as of January 1, 2021 and (ii) renames the Class A Common Stock as 'Common Stock.' The terms of the Certificate of Incorporation are described in greater detail in the Proxy Statement, under the caption 'Approval of the Amendment and Restatement of the Company's Second Amended and Restated Certificate of Incorporation,' which disclosure is incorporated herein by reference. The foregoing description of the Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Submission of Matters to a Vote of Security Holders.

On July 27, 2021, the Company held the Annual Meeting via live audio webcast. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement. At the beginning of the Annual Meeting, there were 91,426,866 shares of Class A Common Stock present or represented by proxy at the Annual Meeting, which represented 70.67% of the combined voting power of the shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company's Common Stock were entitled to one vote for each share of Class A Common Stock and one vote for each share of Class B Common Stock held as of the close of business on June 22, 2021, the record date for the Annual Meeting.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. To elect four Class II directors for a three-year term;

2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021;

3. To approve the amendment and restatement of the Company's Second Amended and Restated Certificate of Incorporation; and

4. To approve the amendment and restatement of the Company's 2019 Stock Incentive Plan.

- 2-

The voting results for each of these proposals are set forth below.

1. Election of Class II Directors

Name For Withheld Broker Non-Vote
Mr. Terence Connors 67,080,871 14,411,721 9,934,274
Mr. Joshua Parnes 79,404,043 2,088,549 9,934,274
Mr. Ted Lundberg 80,386,363 1,106,229 9,934,274
Mr. David Williams III 80,413,170 1,079,422 9,934,274

Based on the votes set forth above, each director nominee was duly elected to serve as a Class II director until the Company's annual meeting of stockholders in 2024, or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

For Against Abstain
89,001,132 1,697,774 727,960

Based on the votes set forth above, the stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

3. Approval of the amendment and restatement of the Company's Second Amended and Restated Certificate of Incorporation

For Against Abstain
91,141,525 271,578 13,763

Based on the votes set forth above, the stockholders approved this proposal.

4. Approval of the amendment and restatement of the Company's 2019 Stock Incentive Plan

For Against Abstain Broker Non-Vote
80,717,357 761,128 14,107 9,934,274

Based on the votes set forth above, the stockholders approved this proposal.

Financial Statements and Exhibits.

(d) Exhibits
3.1 Third Amended and Restated Certificate of Incorporation of the Registrant.
10.1 Amended and Restated 2019 Stock Incentive Plan of the Registrant.

- 3-

Disclaimer

AdaptHealth Corp. published this content on 29 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2021 22:06:53 UTC.


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Financials (USD)
Sales 2021 2 413 M - -
Net income 2021 130 M - -
Net Debt 2021 1 770 M - -
P/E ratio 2021 26,2x
Yield 2021 -
Capitalization 3 278 M 3 278 M -
EV / Sales 2021 2,09x
EV / Sales 2022 1,80x
Nbr of Employees 4 700
Free-Float 61,7%
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Mean consensus BUY
Number of Analysts 10
Last Close Price 25,04 $
Average target price 38,90 $
Spread / Average Target 55,4%
EPS Revisions
Managers and Directors
Stephen P. Griggs Chief Executive Officer & Director
Joshua Parnes President & Director
Jason A. Clemens Chief Financial Officer
Richard A. Barasch Chairman
Albert A. Prast Chief Technology Officer
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