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AMED > SEC Filings for AMED > Form 8-K on 6-Jun-2014All Recent SEC Filings

Show all filings for AMEDISYS INC

Form 8-K for AMEDISYS INC


6-Jun-2014

Submission of Matters to a Vote of Security Holders


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

On June 5, 2014, Amedisys, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") at the Company's corporate headquarters in Baton Rouge, Louisiana. There were 30,030,580 shares of common stock represented either in person or by proxy at the Annual Meeting, constituting a quorum.

The stockholders of the Company voted on the following items at the Annual Meeting:

1. To elect the seven director nominees identified in the Company's Proxy Statement dated April 30, 2014 (the "2014 Proxy Statement") to the Company's Board of Directors, each to serve a one-year term expiring at the latter of the 2015 Annual Meeting of Stockholders or upon his or her successor being elected and qualified;

2. To ratify the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2014; and

3. To approve, on an advisory (non-binding) basis, the compensation paid to the Company's Named Executive Officers (as described in the 2014 Proxy Statement) ("say-on-pay" vote).

The final voting results are as follows:

1. Election of Directors. Seven directors were elected to serve on the Board of Directors of the Company, each to serve a one-year term expiring at the latter of the 2015 Annual Meeting of Stockholders or upon his or her successor being elected and qualified. The name of each director elected at the Annual Meeting, as well as the corresponding number of shares voted for and the number of votes withheld with respect to each director nominee, are as follows:

                                                   Percentage          Votes
           Name                   Votes For           For            Withheld
           Linda J. Hall           23,887,618            97.80 %        536,585
           Ronald A. LaBorde       23,899,691            97.85 %        524,512
           Jake L. Netterville     23,837,683            97.60 %        586,520
           David R. Pitts          23,840,058            97.61 %        584,145
           Peter F. Ricchiuti      23,843,876            97.62 %        580,327
           Donald A. Washburn      23,340,653            95.56 %      1,083,550
           Nathaniel M. Zilkha     23,884,746            97.79 %        539,457

There were 5,606,377 broker non-votes on this proposal. Based on the votes set forth above, the director nominees were duly elected by a plurality of the votes cast.

2. Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accountants for the Fiscal Year Ending December 31, 2014. The Company's stockholders also ratified the appointment of KPMG LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2014, by the votes set forth below:

Votes For Percentage For Votes Against Abstain Broker Non-Votes 29,767,338 99.12% 226,994 36,248 N/A

The proposal received the required affirmative vote of the holders of a majority of the voting power represented by the shares present in person or by proxy at the Annual Meeting and entitled to vote on the matter.



3. Say-on-Pay Vote. The Company's stockholders also voted to approve, on an advisory (non-binding) basis, the compensation paid to the Company's Named Executive Officers (as described in the 2013 Proxy Statement), by the votes set forth below:

Votes For Percentage For Votes Against Abstain Broker Non-Votes 22,109,812 90.52% 2,262,894 51,497 5,606,377

The proposal received the required affirmative vote, on an advisory basis, of the holders of a majority of the voting power represented by the shares present in person or by proxy at the Annual Meeting and entitled to vote on the matter.


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