BrightSpring Health Services, Inc DEFA14A, filed May 5, 2025
BrightSpring Health Services, Inc. (BTSG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
BrightSpring Health Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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SUPPLEMENT TO DEFINITIVE PROXY STATEMENT RELATING TO
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 2025
EXPLANATORY NOTE
This Proxy Statement Supplement, dated May 5, 2025 (the “Supplement”), supplements the Definitive Proxy Statement of BrightSpring Health Services, Inc. (“we,” “our, “us” and the “Company”) filed with the Securities and Exchange Commission on April 18, 2025 (the “Proxy Statement”), relating to our Annual Meeting of Stockholders to be held on May 28, 2025 in a virtual meeting format only.
The purpose of this Supplement is to correct errors in the narrative and tabular disclosures included on page 38 of the Proxy Statement. Accordingly, the Proxy Statement disclosure is supplemented as follows. No other changes have been made to the Proxy Statement.
“Director Compensation
In May 2024, we approved non-employee director compensation in the form of a cash retainer for service on the Board and for service on each standing committee on which the director is a member and an annual equity retainer. We also believe it is appropriate for the chair of each standing committee to receive additional cash compensation for the additional time and commitment required for Board members who service in these leadership roles.
Cash Retainers
Our non-employee directors were entitled to receive the following cash compensation for their service on the Board (such amounts were pro-rated for the number of days the director was in actual service):
Annual Equity Retainer
Our non-employee directors also received an RSU award with a grant date fair market value equal to $180,000 that will cliff-vest on the first anniversary of the date of grant. Ms. Kirtley also received an additional incremental RSU award during 2024 with a grant date fair value equal to $50,000.
The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in the fiscal year ended December 31, 2024. Mr. Rousseau is also a member of our Board, but as an employee of our company during 2024, he did not receive any compensation from us for his service as a member of our Board. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Mr. Rousseau as a named executive officer for the fiscal year ended December 31, 2024.
Name |
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Fees Earned Or Paid in Cash ($) |
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Stock Awards ($) (1)(2) |
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All Other Compensation |
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Total ($) |
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Matt D’Ambrosio |
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- |
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|
- |
|
|
|
- |
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|
- |
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Hunter Craig |
|
|
- |
|
|
|
- |
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- |
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|
|
- |
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Johnny Kim |
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|
- |
|
|
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- |
|
|
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- |
|
|
|
- |
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Olivia Kirtley (3) |
|
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133,125 |
|
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230,000 |
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|
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- |
|
|
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363,125 |
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Max Lin |
|
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- |
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|
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- |
|
|
|
- |
|
|
|
- |
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Steve Miller (4) |
|
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31,875 |
|
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180,000 |
|
|
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- |
|
|
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211,875 |
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Tim Wicks (5) |
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91,875 |
|
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180,000 |
|
|
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- |
|
|
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271,875 |
|