AdaptHealth Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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AdaptHealth Corp.

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(Name of Registrant as Specified in Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 20, 2024

Dear Stockholders of AdaptHealth Corp.:

You are cordially invited to attend the Annual Meeting of Stockholders of AdaptHealth Corp. The meeting will be held on June 20, 2024 at 10:30 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/AHCO2024. We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this notice:

(1)

To approve an amendment and restatement of our Third Amended and Restated Certificate of Incorporation (the “Current Certificate”) to declassify our board of directors;

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(2)

To elect four directors to serve for a one-year term if Proposal 1 is approved by our stockholders, or for a three-year term as Class II directors if Proposal 1 is not approved by our stockholders;

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(3)

To approve an amendment and restatement of the Current Certificate to reflect new Delaware law provisions regarding officer exculpation;

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(4)

To approve the amendment and restatement of our 2019 Stock Incentive Plan;

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(5)

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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(6)

To approve, in a non-binding advisory vote, the compensation of our named executive officers as described in this proxy statement (“say-on-pay”); and

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(7)

To transact such other business as may properly come before the meeting or any adjournment thereof.

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The record date for the Annual Meeting is April 24, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. The Notice of Internet Availability of Proxy Materials (Notice), proxy statement and form of proxy are being distributed and made available on the Internet on or about April 26, 2024.

By Order of the Board of Directors

/s/ Jonathan B. Bush

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Jonathan B. Bush

Secretary

April 26, 2024

Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in your proxy materials.