AdaptHealth Corp

On August 2, 2024, the board of directors of the Company approved the Second Amended and Restated Bylaws (the “A&R Bylaws”), effective as of such date. The A&R Bylaws include provisions to provide stockholders with access to Company proxy materials for a stockholder, or a group of up to 20 stockholders, owning in the aggregate at least three percent of the Company’s voting stock for at least three years to nominate the greater of (i) two director candidates and (ii) 20% of the board of directors in any given year, subject to the stockholder(s) and the nominee(s) satisfying the requirements specified in the A&R Bylaws. The A&R Bylaws also (i) address matters relating to the universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, (ii) make conforming amendments to reflect amendments to the Company’s Certificate of Incorporation approved by the Company stockholders at the 2024 annual meeting to limit the liability of certain officers, as permitted by law, (iii) update certain of the procedures and information requirements for the nomination of persons for election to the board of directors, and (iv) make certain other administrative, clarifying and conforming changes.

The foregoing description is a summary only and is qualified in its entirety by reference to the complete text of the A&R Bylaws, which is filed as Exhibit 3.2 to this Form 10-Q and incorporated herein by reference.