AdaptHealth Corp 8-K, filed Oct 31, 2023
AdaptHealth Corp. (AHCO)
About this 8-K
AdaptHealth Corp filed this 8-K on October 31, 2023, reporting on events of October 26, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
| ( |
(Registrant’s telephone number, including area code) |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on August 29, 2023, AdaptHealth Corp. (the “Company” or “AdaptHealth”) entered into an amendment to the letter agreement with Richard Barasch dated June 26, 2023 (as amended, the “Interim CEO Agreement”), pursuant to which Mr. Barasch agreed to continue to serve as the Interim Chief Executive Officer of the Company until October 31, 2023 or such earlier date as determined by the Board of Directors of the Company (the “Board”). Mr. Barasch has agreed to continue to serve as the Interim Chief Executive Officer of the Company until December 31, 2023 or such earlier date as determined by the Board (the “Transition Date”).
The Company entered into a further amendment to the Interim CEO Agreement on October 26, 2023 (the “Interim CEO Second Extension Letter”) that will govern the terms of Mr. Barasch’s continued employment as the Interim Chief Executive Officer of the Company through the Transition Date. Mr. Barasch will continue to be paid a base salary at a rate of $262,500 per month through the Transition Date and will also receive a grant of restricted stock units, effective November 1, 2023, covering a number of shares of the Company’s common stock with an aggregate grant value of $175,000 that vest on the Transition Date, subject to continued service through the Transition Date.
The foregoing description of the Interim CEO Second Extension Letter is qualified in its entirety by reference to the full text of the Interim CEO Second Extension Letter, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description |
| 10.1 | Second Amendment to Letter Agreement between AdaptHealth Corp. and Richard Barasch, dated October 26, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
- 2 -
SIGNATURE
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, hereunto duly authorized.
Dated: October 31, 2023
| AdaptHealth Corp. | ||
| By: | /s/ Jason Clemens | |
| Name: | Jason Clemens | |
| Title: | Chief Financial Officer | |
- 3 -
Exhibit 10.1
ADAPTHEALTH CORP.
October 26, 2023
ELECTRONIC DELIVERY
Richard Barasch
Re: Second Extension of Transition Date
Dear Richard,
Reference is made to that certain letter agreement by and between you and AdaptHealth Corp. (the “Company”), dated as of June 26, 2023 (the “Letter Agreement”), as amended by that certain letter agreement by and between you and the Company, dated as of August 29, 2023. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
This letter is intended to confirm our mutual agreement with respect to your continued services as the Interim CEO from and after November 1, 2023. By signing below, the parties hereto acknowledge and agree that:
| · | From and after the date hereof, the term “Transition Date” as used in the Letter Agreement shall refer to December 31, 2023 or such earlier date as determined by the Board; |
| · | 100% of the Extension RSUs will vest on October 31, 2023 subject to your continuous employment through such date; |
| · | From and after the date hereof, the “Transition Period” as used in the Letter Agreement will commence on the Transition Date and continue through December 31, 2023 or such earlier date as your service on the Board terminates for any reason (it being understood that there may be no such Transition Period as a result of the extension of the Transition Date contemplated hereunder); and |
| · | Promptly following the date hereof, you will be granted restricted stock units (the “Second Extension RSUs”) covering a number of shares of the Company’s common stock with a value on the date of grant of $175,000 (determined using the twenty (20)-trading day volume weighted average price as of the date immediately prior to the date of grant (consistent with the Company’s historic practices)) pursuant to the Equity Plan. The Second Extension RSUs will be subject to the terms and conditions of an award agreement in a form reasonably acceptable to the Company’s Compensation Committee and provided to you on or prior to the date of grant and will vest on the Transition Date subject to your continuous employment through such date. |
This letter shall be construed as an amendment to the Letter Agreement and shall, from and after the date hereof, be a part of the Letter Agreement. Except as amended by this letter, the Letter Agreement remains in full force and effect in accordance with its terms.
Please execute a copy of this letter and return it to me at your earliest convenience to confirm that this letter accurately reflects our mutual agreement with respect to your continued services as the Interim CEO from and after November 1, 2023.
| Sincerely, | ||
| ADAPTHEALTH CORP. | ||
| /s/ Jason Clemens | ||
| Name: | Jason Clemens | |
| Title: | Chief Financial Officer | |
| Acknowledged and agreed to by: | |
| /s/ Richard Barasch | |
| RICHARD BARASCH |