Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
Appointment of Greg Belinfanti as Director
On September 30, 2021, following the recommendation of the nominating and
governance committee of AdaptHealth Corp. (the "Company"), the Board of
Directors of the Company (the "Board") appointed Greg Belinfanti to the Board.
Mr. Belinfanti will serve as a Class I director until his term expires at the
2023 annual meeting of stockholders, at which time he will stand for election by
the Company's stockholders. Mr. Belinfanti will serve on the executive
committee, the compensation committee and the nominating and governance
committee of the Board.
Mr. Belinfanti is a Senior Managing Director of One Equity Partners. Pursuant to
that certain Investment Agreement, dated as of May 25, 2020, (the "Investment
Agreement") by and among the Company, OEP AHCO Investment Holdings, LLC, a
Delaware limited liability company ("OEP"), and, solely for purposes of Section
3.10 thereof, One Equity Partners VII, L.P., a Delaware limited partnership, OEP
has the right, subject to its continuing ownership of a minimum number of shares
of the Company's common stock, to nominate for election to the Board one
individual designated by the Purchaser and one independent director nominated by
the Company or the Board. The Company and OEP have agreed that, upon his
appointment to the Board, Mr. Belinfanti will be OEP's designee to the Board
contemplated by the Investment Agreement in place of Brad Coppens, who will
remain as a member of the Board.
Mr. Belinfanti will receive the same compensation opportunities as the Company's
other non-employee directors. The Board has determined that Mr. Belinfanti is
"independent" within the meaning of the applicable rules and regulations of the
Securities and Exchange Commission and the listing standards of the Nasdaq Stock
Market. For more information on the Investment Agreement, please refer to the
description thereof under the heading "Investment Agreement" in Item 1.01 of the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 29, 2020 and the full text of the Investment Agreement, which
is attached as Exhibit 10.1 to such Current Report on Form 8-K.
There were no other arrangements or understandings between Mr. Belinfanti and
any other person pursuant to which Mr. Belinfanti was selected as a director.
Mr. Belinfanti has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On September 30, 2021, the Company entered into an indemnification agreement
with Mr. Belinfanti in the form attached as Exhibit 10.4 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 14, 2019, which provides that, subject to limited exceptions, and among
other things, the Company will indemnify Mr. Belinfanti to the fullest extent
permitted by law for claims arising in his capacity as a director of the
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release dated September 30, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
- 2 -
© Edgar Online, source Glimpses