Item 5.02(b) and (e) Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 8, 2023, AdaptHealth Corp. (the "Company") and Stephen P. Griggs, Chief
Executive Officer of the Company, mutually agreed that Mr. Griggs will resign as
Chief Executive Officer of the Company, effective as of 11:59 p.m. E.D.T. on
June 30, 2023 (or the date of his death or "disability" if earlier) (the
effective date of his resignation being, the "Separation Date"). It is further
agreed that Mr. Griggs will not stand for reelection as a member of the
Company's Board of Directors (the "Board") at the Company's annual meeting
currently scheduled for June 21, 2023.
In connection with Mr. Griggs' resignation, the Company entered into a
transition letter agreement with Mr. Griggs, dated May 8, 2023 (the "Transition
Agreement"), pursuant to which Mr. Griggs will continue to serve as the Chief
Executive Officer of the Company until the Separation Date or until such earlier
time that a new chief executive officer is appointed. If a new chief executive
officer is appointed prior to the Separation Date, Mr. Griggs will serve as an
advisor through the Separation Date and his primary responsibility will be to
assist in the smooth transition of his duties, responsibilities and business
relationships to the new chief executive officer.
Subject to Mr. Griggs' continuous employment with the Company through, and
provided that "cause" does not exist as of, the Separation Date, Mr. Griggs is
eligible to receive the following separation benefits pursuant to the Transition
Agreement: (i) the contractual severance benefits that Mr. Griggs would have
been entitled to receive pursuant to his existing employment agreement
(the "Employment Agreement") in connection with a resignation by Mr. Griggs for
"good reason," (ii) a pro rata percentage of the portion of the annual bonus for
the 2023 fiscal year that is based on individual performance, as assessed
through the Separation Date, payable on or prior to August 15, 2023, (iii) a pro
rata percentage of the portion of the annual bonus for the 2023 fiscal year that
is based on the level of achievement of the Company's adjusted EBITDA and free
cash flow goals for the 2023 fiscal year, payable at the same time as annual
bonuses are paid to senior executives of the Company, (iv) full vesting of any
outstanding equity awards subject exclusively to time-based vesting criteria,
and (v) continued eligibility to vest in any outstanding equity awards subject
to performance-based vesting criteria without regard to any continued employment
or service conditions. Mr. Griggs' receipt of the foregoing separation benefits
is further subject to his satisfaction of the terms and conditions of his
receipt of the severance benefits under the Employment Agreement, including,
without limitation, his timely execution and non-revocation of a release of
claims and continued compliance with his restrictive covenants.
The foregoing description of the Transition Agreement is qualified in its
entirety by reference to the complete text of the Transition Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by
reference herein.
The Company's Board is working with a leading executive search firm to identify
a new chief executive officer and is considering several qualified candidates.
Richard Barasch, Chairman of the Board, is expected to serve as interim chief
executive officer if a successor to Mr. Griggs is not appointed by the time of
his departure.
Item 7.01. Regulation FD Disclosure
On May 9, 2023, the Company issued a press release announcing the events
described in Item 5.02 above. A copy of the press release is furnished as
Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Transition Letter Agreement, between AdaptHealth Corp. and Stephen P.
Griggs, dated May 8, 2023.
99.1 Press Release dated May 9, 2023.
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