DEF 14A

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

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement


☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☒	Definitive Proxy Statement


☐	Definitive Additional Materials


☐	Soliciting Material under §240.14a-12

ADDUS HOMECARE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

May 6, 2024

Frisco, Texas

Dear Shareholders:

I am pleased to invite you to attend Addus HomeCare’s 2024 Annual Meeting of Shareholders on June 12, 2024, at 10:00 a.m. (Central Time). Consistent with past practice, and for efficiency, the Annual Meeting will be a virtual meeting of shareholders held via live audio webcast at www.virtualshareholdermeeting.com/ADUS2024. For more information on how to register and attend this year’s Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement.

The Notice of Annual Meeting and Proxy Statement that follows describes those matters to be voted on at the meeting. Your proxy card and our 2023 Annual Report to Shareholders (with our Form 10-K for the year ended December 31, 2023) are also enclosed.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we recommend that you vote your shares through the enclosed proxy card, by internet or by telephone, to ensure your shares are represented at the Annual Meeting.

    Sincerely,

   

    R. Dirk Allison

   

    Chief Executive Officer and
Chairman of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 6, 2024

Frisco, Texas

The Annual Meeting of Shareholders (the “Annual Meeting”) of Addus HomeCare Corporation, which we refer to as the “Company,” will be held on June 12, 2024, at 10:00 a.m. (Central Time). Consistent with past practice, and for efficiency, the Annual Meeting will again be a virtual meeting of shareholders held via live audio webcast at www.virtualshareholdermeeting.com/ADUS2024. No physical meeting will be held. For more information on how to register and attend this year’s Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement. The Annual Meeting will be held for the following purposes:

1. To elect R. Dirk Allison, Mark L. First and Darin J. Gordon as Class III directors;

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024;

3. To approve, on an advisory, non-binding basis, the Company’s compensation of its named executive officers as disclosed in the attached Proxy Statement; and

4. To transact such other business, if any, as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record, as shown by the transfer books of the Company, at the close of business on April 17, 2024, are entitled to notice of, and to vote at, the Annual Meeting. The Company will make a list of shareholders available electronically on the virtual meeting website during the Annual Meeting for those attending the meeting.

You are requested to vote on these proposals whether or not you plan to attend the Annual Meeting. If you do not attend and vote, you can vote in one of three ways: (i) complete, sign, and date the enclosed proxy card and return it promptly; (ii) vote by internet pursuant to the instructions on the enclosed proxy card; or (iii) vote by telephone pursuant to the instructions on the enclosed proxy card. Your vote is important and very much appreciated. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. For further information regarding the individuals nominated as directors, the proposals being voted upon, use of the proxy, and other related matters, you are urged to read the enclosed Proxy Statement.

    By Order of the Board of Directors,

   

    Brian Poff
Executive Vice President, Chief Financial Officer, Treasurer and Secretary

TABLE OF CONTENTS




INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING			1

VOTING AND OTHER INFORMATION			2

PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS			6

CORPORATE GOVERNANCE			9

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			16

INFORMATION ABOUT OUR EXECUTIVE OFFICERS			19

EXECUTIVE COMPENSATION			21

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR			45

AUDIT COMMITTEE REPORT			46

PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			47

SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS			48

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Addus HomeCare Corporation