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ADUS > SEC Filings for ADUS > Form 8-K on 24-Jun-2013All Recent SEC Filings

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Form 8-K for ADDUS HOMECARE CORP


24-Jun-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and


Item 5.07. Submission of Matters to a Vote of Security Holders

Addus HomeCare Corporation (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 19, 2013. At the Annual Meeting, the Company's stockholders (i) elected Mark S. Heaney and Simon A. Bachleda to serve as Class I directors for a term expiring at the Annual Meeting in 2016;
(ii) approved the amendment and restatement of the Company's 2009 Stock Incentive Plan; (iii) ratified the selection of BDO USA, LLP as the Company's independent auditor for fiscal year 2013; (iv) approved, on an advisory, non-binding basis, the Company's compensation of its executive officers as set forth in the proxy statement filed on April 30, 2013, as amended on May 3, 2013 (the "Proxy Statement"); and (v) approved, on an advisory, non-binding basis, the frequency of holding a non-binding advisory vote on the compensation of executives every third year as disclosed in the Proxy Statement. The votes on these matters are as follows:

1. The election of Messrs. Heaney and Bachleda to serve as Class I directors for a term expiring at the Annual Meeting in 2016:

     Director                For          Withhold Authority       Broker Non-Votes
     Mark S. Heaney        7,570,572                  379,454              1,983,006
     Simon A. Bachleda     7,747,531                  202,495              1,983,006

2. The approval of the amendment and restatement of the Company's 2009 Stock Incentive Plan:

For Against Abstain Broker Non-Votes 7,467,859 467,292 14,875 1,983,006

The approved copy of the Company's 2009 Stock Incentive Plan, as amended and restated, is attached hereto as Exhibit 99.1.

3. The ratification of the selection of BDO USA, LLP as the Company's independent auditor for fiscal year 2013:

For Against Abstain Broker Non-Votes 9,837,535 29,634 65,863 0

4. The approval, on an advisory, non-binding basis, of the Company's compensation of its executive officers as set forth in the Proxy Statement:

For Against Abstain Broker Non-Votes 7,859,065 65,475 25,486 1,983,006

5. The approval, on an advisory, non-binding basis, the frequency of holding a non-binding advisory vote on the compensation of executives every third year as disclosed in the Proxy Statement:

1 Year 2 Year 3 Year Abstain Broker Non-Votes 3,393,105 25,457 4,506,477 24,987 1,983,006

In light of the voting results with respect to the frequency of shareholder votes on the compensation of executives, the Company's Board of Directors has decided that the Company will hold a non-binding advisory vote on the compensation of its executive officers every third year until the next required non-binding advisory vote on the frequency of shareholder votes on the compensation of the Company's executive officers. The Company's Board of Directors will evaluate the results of such non-binding advisory votes on executive compensation at a future meeting and make a determination as to whether the Company will submit future non-binding advisory votes on executive compensation for consideration by shareholders every one, two or three years.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Description

99.1 The Company's 2009 Stock Incentive Plan, as amended and restated


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