Aveanna Healthcare Holdings Inc
For the period ended May 16, 2024. Filed Apr 1, 2024.
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May 16, 2024 · Filed Apr 1, 2024
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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
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 14a-12 |
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Aveanna Healthcare Holdings Inc.
(Name of Registrant as Specified in its Charter)
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | 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 14a-6(i)(1) and 0-11. |
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aveanna healthcare® AVEANNA HEALTHCARE TRANSFORMING THE VALUE OF HOME CARE 40 MILLION PDS HOURS OF CARE 1.1 MILLION HOME HEALTH VISITS 26,000 CLINICIANS AND CAREGIVERS 33 STATES 2024 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
April 1, 2024 Dear Aveanna Stockholders, In 2023, we embraced our strategy of transformation which led to a series of successes for our business. We finally saw some of the COVID headwinds abate, and we benefitted from some positive movement in the rate environment, resulting from our emphasis on various government and payor relations initiatives. Significantly, we progressed in our efforts to grow our preferred payor partnerships and value-based payment models. Overall, our emphasis on transformation, value, and support for our government and payor relationships helped us reach our key financial goals in 2023. We exceeded our earnings and revenue projections for the year; we improved our balance sheet, and in Q4, we achieved Adjusted EBITDA growth of 30.4% when compared to the prior year period. We remain optimistic going forward, and I am pleased to report that we delivered $1,895 million in revenue and $139.2 million of Adjusted EBITDA1 for fiscal year 2023. In our Private Duty Services (PDS) division, we were able to recruit nurses to our team, but the continued shortage of nurses affected our ability to grow. We were able to successfully offset some of these lingering labor market challenges by improving reimbursement across our geographic footprint. In 2023, no less than 19 states increased reimbursement rates in Private Duty Services. We are grateful to every legislature and governor who helped make this possible. Increasingly, we see more states recognizing the value of the services we provide in the home, which reduce the cost of hospitalizations and institutional care. With that said, we still believe we have progress to make with reimbursement rates, as they trail the amounts necessary to hire more nurses. We operate in certain states that have not increased rates to remain competitive with current nursing wages and the impact of inflation. We are hopeful that we see progress on this front in 2024. The fact remains that every hour of care we provide delivers savings to patients, and we do not lack demand for our services. Instead, we must be able to pay our caregivers competitively so that we can provide the care our families so desperately need and deserve. In 2023, we also saw several states move to employ new payor models that are beneficial to both us and the families we serve. Massachusetts, Florida, and New Jersey all approved legislation for family caregiver programs, joining Colorado and Arizona. These family caregiver models benefit Aveanna by helping us deliver more hours of care to patients who would otherwise struggle due to the ongoing nursing shortage. Finally, we believe we fulfilled our promise to bring value to those who support our care through preferred payor partnerships. Although this opportunity is not equal in all states, we were able to provide nearly 20 percent of our care via a preferred payor agreement. The preferred payor rates are more in line with what we need to hire nurses, deliver care, and save money by delivering care to our medically fragile patients at home. During 2023, our Home Health and Hospice (HHH) division improved substantially after a year of integration. Homecare Homebase was established as our EMR, which helped facilitate our work to improve profitability, deliver leading clinical outcomes, and focus on episodic growth and our hospice census. Our care delivery model in HHH continues to deliver value to our payor partners, and we are starting to see this business return to a profile of growth. I believe we will continue to witness progress in 2024. Our Medical Solutions business excelled in a year that continued to be affected by formula shortages and recalls. Some enteral providers continued to exit this business in 2023, and this helped us grow through the year. Importantly, we completed an acquisition in Georgia, fueling our growth in a key state for us. Overall, we believe growth will continue in 2024 as the enteral formula manufacturers find their footing and return to a more normal distribution cycle. Medical Solutions continues to be an integral part of our Aveanna service offerings and growth story. Looking ahead, we plan to continue to execute our strategy to transform our business in meaningful ways. We continue to look for opportunities to bring more to our patients, families, and other stakeholders. We are also expanding and building upon our value-based offerings in all three divisions. We are working towards finding the right opportunities to utilize our scale, clinical quality, and innovation to offer solutions in the home, the most cost-effective and patient preferred setting in healthcare. Lastly, I want to thank our caregivers, employees, stockholders, and Board of Directors. Your hard work, care, compassion, and support makes us who we are. To our patients and families, we remain grateful for your trust in us to provide you with the critical care you need. We are optimistic about 2024, and we look forward to updating you on our results and progress throughout the year. Jeff Shaner Chief Executive Officer and Director 1 Please see the accompanying Annual Report for a reconciliation of Adjusted EBITDA to net income.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | Thursday, May 16, 2024 |
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| Time: | 9:30 a.m., Eastern Time |
| Place: | Renaissance Atlanta Waverly Hotel & Convention Center, 2450 Galleria Parkway, Atlanta, GA 30339 |
Notice is hereby given that the Annual Meeting of Stockholders (the “Meeting”) of Aveanna Healthcare Holdings Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 16, 2024 beginning at 9:30 a.m., Eastern Time. The Meeting will be held in person at the Renaissance Atlanta Waverly Hotel & Convention Center, 2450 Galleria Parkway, Atlanta, GA 30339. At the Meeting, we will ask you to consider and vote upon the following:
Proposals:
| 1. | To elect the three Class III director nominees identified in the accompanying Proxy Statement to the Board of Directors of the Company, each to serve a three-year term expiring at the 2027 Annual Meeting of the Company’s stockholders. |
| 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 28, 2024. |
| 3. | To approve, on an advisory, non-binding basis, the compensation paid to the Company’s Named Executive Officers identified in the accompanying Proxy Statement (“say on pay” vote). |
| 4. | To consider any other business that is properly presented at the Meeting and any adjournment or postponement thereof. |
We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of March 18, 2024 (the “Record Date”) instead of paper copies of our Proxy Statement and 2023 Annual Report. The Notice contains instructions on how to access those documents via the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, our 2023 Annual Report and proxy card. The Notice, Proxy Statement and form of proxy are being distributed and made available on the Internet on or about April 1, 2024.
| Who can vote: | Stockholders of record at the close of business on the Record Date. |
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| How you can vote: | Stockholders may vote their shares (1) at the Meeting, (2) by telephone, (3) through the Internet, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone at 866-460-4193 or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled “SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING” of the accompanying Proxy Statement or on the proxy card. Stockholders who received their proxy card through an intermediary (such as a broker or bank) must deliver it in accordance with the instructions given by such intermediary. |
| Who may attend: | Stockholders of record as of the Record Date, or their duly appointed proxies, and our invited guests are permitted to attend the Meeting. Upon arrival at the Meeting, you will be required to register and present government-issued photo identification, such as your driver’s license, state identification card or passport. |
If your shares are registered in the name of a bank, brokerage firm or other nominee, and you plan to attend the Meeting, then please bring your statement of account showing evidence of ownership as of the Record Date.
BY ORDER OF THE BOARD OF DIRECTORS
Rodney D. Windley Chairman
April 1, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2024:
The Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and 2023 Annual Report to Stockholders are available free of charge at www.proxydocs.com/AVAH
TABLE OF CONTENTS
| SOME QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING | 1 |
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| DIRECTORS AND EXECUTIVE OFFICERS | 8 |
| PROPOSAL 1—ELECTION OF DIRECTORS | 14 |
| CORPORATE GOVERNANCE | 14 |
| CODE OF ETHICAL BUSINESS CONDUCT | 22 |
| PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 24 |
| REPORT OF THE AUDIT COMMITTEE | 24 |
| STOCK OWNERSHIP | 27 |
| DELINQUENT SECTION 16(a) REPORTS | 29 |
| EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 30, 2023 | 30 |
| PROPOSAL 3—ADVISORY, NON-BINDING, VOTE ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS (“SAY ON PAY” VOTE) | 31 |
| COMPENSATION DISCUSSION AND ANALYSIS | 32 |
| REPORT OF THE COMPENSATION COMMITTEE | 43 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 43 |
| NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT PROVISIONS: POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 48 |
| DIRECTOR COMPENSATION | 50 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 51 |
| OTHER MATTERS | 53 |
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Aveanna Healthcare Holdings Inc.
400 Interstate North Parkway SE
Atlanta, Georgia 30339
PROXY STATEMENT
Annual Meeting of Stockholders of the Company to be held on May 16, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.