Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Julie D. Klapstein, Richard A. Lechleiter and Jeffrey A. Rideout, MD to the Amedisys, Inc. Board of Directors
On April 26, 2016, the Board of Directors (the
Board
) of Amedisys, Inc. (the
Company
)
announced that, upon the recommendation of the Nominating and Corporate Governance Committee of the Board and by unanimous vote of the Board, effective April 20, 2016, the size of the Board has been increased by three directors to a total of
ten directors, and Julie D. Klapstein, Richard A. Lechleiter and Jeffrey A. Rideout, MD, were immediately appointed to fill the resulting vacancies. There are no arrangements between Ms. Klapstein, Mr. Lechleiter or Dr. Rideout and
any other person pursuant to which they were selected to become directors. It is intended that Ms. Klapstein, Mr. Lechleiter and Dr. Rideout will be nominees for election to the Board at the Companys 2016 Annual Meeting of
stockholders to be held in June 2016.
Contemporaneously with their appointment to the Board, (i) Ms. Klapstein was appointed to
the Compensation, Nominating and Corporate Governance and Quality of Care Committees of the Board, (ii) Mr. Lechleiter was appointed to the Audit, Compliance and Ethics and Nominating and Corporate Governance Committees of the Board, and
(iii) Dr. Rideout was appointed to the Compliance and Ethics, Nominating and Corporate Governance and Quality of Care Committees of the Board.
As a non-employee director, each of Ms. Klapstein, Mr. Lechleiter and Dr. Rideout will receive the Companys standard
non-employee director compensation, as described in the Companys Proxy Statement for its 2015 Annual Meeting of Stockholders, as filed with the United States Securities and Exchange Commission on April 30, 2015 (the
2015 Proxy
Statement
), including a restricted stock grant effective May 1, 2016, of 462 shares of nonvested Company common stock, 100% of which will vest on June 2, 2016, predicated upon each directors continued service as a
non-employee director through the vesting date. In connection with their service on the Board, the Company and each of Ms. Klapstein, Mr. Lechleiter and Dr. Rideout have entered into an Indemnification Agreement, a form of which was
previously filed as Exhibit 10.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Ms. Klapstein, Mr. Lechleiter and Dr. Rideout are not party to any transaction with the Company that
would require disclosure under Item 404(a) of Regulation S-K.
Ms. Klapstein, 61, was the founding Chief Executive Officer of
Availity, LLC, one of the nations largest health information networks optimizing the automated delivery of critical business and clinical information among healthcare stakeholders. Ms. Klapstein was the Chief Executive Officer and board
member of Availity for 11 years. Ms. Klapsteins 30+ years of experience in the healthcare information technology industry include executive roles at Phycom, Inc. as Chief Executive Officer, Sunquest Information Systems (EVP); SMS
Turnkey Systems Division (now Siemens Medical Systems) and GTE Health Systems. She currently serves on the board of directors for eSolutions, Inc., specializing, in revenue cycle management solutions, Dominion Diagnostics, LLC, a firm specializing
in laboratory services, and the Grand Canyon Association, the official nonprofit partner of the Grand Canyon National Park. Ms. Klapstein was a past director for two public boards: Annies, Inc. and Standard Register and has been a
director for multiple private companies. Ms. Klapstein earned her bachelors degree from Portland State University in Portland, Oregon. She is the recipient of multiple awards for top business leadership.
Mr. Lechleiter, 57, has been the President of the Catholic Education Foundation of
Louisville since 2014. Previously, from 2002 until 2014, he was Executive Vice President and Chief Financial Officer of Kindred Healthcare, Inc., a leading publicly traded national healthcare services company. Prior to joining Kindred Healthcare,
Inc., Mr. Lechleiter was Vice President and Chief Accounting Officer of Humana, where he played a key role in the spin-off of Humanas hospital business and joined the new company, Galen Health Care, Inc., as Chief Accounting Officer.
Galen Health Care, Inc., ultimately became a part of Columbia/HCA Healthcare Corp. Mr. Lechleiter has served as a member of the Board of Directors of Stock Yards Bancorp, a public bank holding company, for nine years. Mr. Lechleiter is a
former certified public accountant and received his undergraduate degree in accounting from Xavier University.
Dr. Rideout, MD, 54,
is President and Chief Executive Officer of the Integrated Healthcare Association, a California statewide multi-stakeholder leadership group that promotes quality improvement, accountability and affordability of health care. He joined Integrated
Healthcare Association in May of 2015. Dr. Rideout has also served as a Senior Advisor to GE Healthcare Ventures since March 2014, focusing on new business development related to Digital Health and Digital Therapeutics, including assessing and
accelerating new early stage solutions and companies. Dr. Rideout holds academic appointments with Stanford University (since January 2014) and University of California Berkeley Haas School of Business (since January 2008, and previously from
January 2002 to January 2004), teaching on topics related to healthcare technology, services and investment. Previously, from June 2013 until June 2015, Dr. Rideout served as the Senior Medical Advisor for Covered California, the state based
insurance exchange for California, and was responsible for quality and network management and all physician and hospital relations. From July 2009 until June 2013, Dr. Rideout was Senior Vice President, Chief Medical Officer for The TriZetto
Group, leading strategy around development and delivery of a comprehensive suite of products and services that enable payers, providers and employers improve the cost and quality of care for consumers. Dr. Rideout also served as the global
leader of the healthcare division for Cisco Systems Internet Business Solutions Group, and Ciscos Chief Medical Officer. While at Cisco, Dr. Rideout also served as a member of the American Health Information Community (AHICs)
Chronic Care Workgroup for the US Department of Health and Human Services. Dr. Rideout was at Cisco from April 2004 to August 2007. Prior to Cisco, Dr. Rideout was President and CEO of Blue Shield of California Foundation, Chief Medical
Officer and SVP for Blue Shield of California and head of Quality Management for Blue Cross of California/WellPoint. Dr. Rideout is currently board chair for Contra Costa Interfaith Housing, which provides permanent housing to low income
families in Contra Costa County, California. He is also a 14 year board member and volunteer for Medical Teams International, an international medical relief organization based in Portland, Oregon. Dr. Rideout completed his residency training
in internal medicine at University of California, San Francisco and is a Fellow of the American College of Physicians. He received his medical degree from Harvard Medical School and his undergraduate degree from Stanford University. He also holds a
masters degree in Philosophy, Politics, and Economics from Oxford University where he studied as a Rhodes Scholar.