Aveanna Healthcare Holdings, Inc.
For the period ended May 9, 2025. Filed Mar 25, 2025.
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May 9, 2025 · Filed Mar 25, 2025
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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 TRANSFORMING THE VALUE OF HOME CARE 2025 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
Dear Aveanna Shareholders, March 25, 2025 On behalf of everyone at Aveanna, thank you for being a shareholder and taking an interest in our company. 2024 was our second year of executing on our Transformation Strategy at Aveanna, and we have seen this strategy gain more traction as we have continued delivering exceptional care and outstanding business results. We remain steadfast in our Aveanna Mission: To revolutionize the way homecare is delivered, one patient at a time. Overall, our emphasis on transformation, value, and efficiency helped us reach our key ?nancial goals in 2024. We exceeded our revenue and earnings projections for the year, improved our capital structure, and produced positive free cash flow. I am proud to report that we delivered $2,024 million in revenue, representing a 6.8% increase over the prior year, and $183.5 million in adjusted EBITDA1, representing a 31.8% increase over the prior year. Moving into 2025, we remain optimistic about our future, and we are committed to building on these results. We continue to implement the strategies that helped us succeed in 2024, including advocating for appropriate rates from our government partners, focusing on value-based relationships with our Preferred Payors, and streamlining our operating model to reduce costs while leveraging our industry-leading care platform. In our Private Duty Services business, we achieved success in our efforts to improve the efficiency of our business while advocating for the value of our care with government partners, MCOs, and other payors. We secured double-digit rate improvements in both Georgia and Massachusetts, and we achieved twelve state rate increases for the full year in 2024. As a result of these rate increases, we have continued to experience accelerated caregiver hiring trends and improved staffing levels. This in turn allows more families to receive vital care at home while saving the healthcare system signi?cant costs each year. Looking ahead, we are already in the midst of our 2025 legislative efforts to improve rates in other states, including California. Our Preferred Payor strategy also continues to gain momentum, and we increased the number of PDS Preferred Payor agreements from fourteen to twenty-two in total during 2024. Our Home Health and Hospice business also bene?tted from our Preferred Payor focus in 2024. We achieved our goal of allocating more than 70% of our Home Health census to payors that reimburse us on an episodic basis. This strategy helped us produce great clinical outcomes and solid ?nancial performance in this segment. We are committed to growing our Home Health and Hospice business and continuing to generate great clinical outcomes for our patients. Finally, following the success of our Preferred Payor model in Private Duty Services and Home Health & Hospice, we have embarked on a similar strategy in our Medical Solutions business. We are in the initial stages of implementing our Preferred Payor strategy in Medical Solutions and believe it will be fully realized by the end of 2025. We expect volume growth to be muted throughout 2025 as we achieve the realization of our Medical Solutions target operating model and implement our Preferred Payor strategy. Overall, we are encouraged by our 2024 rate improvements, Preferred Payor agreements, and resulting recruitment outcomes. Furthermore, we have built a culture of excellence through various employee engagement initiatives that we believe helped us become the employer of choice in our businesses. In 2025, we believe home and community-based care will continue to grow and that Aveanna’s comprehensive platform and diverse payor mix will provide a cost-effective, high-quality alternative to more expensive cost care settings. I believe we are well-positioned as a one-of-a-kind leader in our space, and I look forward to keeping you updated on our 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 loss.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | Friday, May 9, 2025 |
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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 Friday, May 9, 2025, 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 I 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 2028 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 January 3, 2026. |
| 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 11, 2025 (the “Record Date”) instead of paper copies of our Proxy Statement and 2024 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 2024 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 March 25, 2025.
| 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
March 25, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2025:
The Notice of Internet Availability of Proxy Materials, Notice of Meeting, Proxy Statement and 2024
Annual Report to Stockholders are available free of charge at www.proxydocs.com/AVAH
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.