Addus HomeCare (ADUS) 2025 Meeting: All Proposals Pass with 90%+ Support

Rhea-AI Filing Summary

Addus HomeCare Corporation (ADUS) reported the voting results from its 18 June 2025 Annual Meeting of Stockholders in an 8-K filing (Item 5.07).

• Quorum: 17,431,919 shares (94.7% of the 18,399,139 shares outstanding) were represented.
• Director elections: Class I nominees Esteban López, M.D. (93.2% support), Jean Rush (95.2% support) and Susan T. Weaver, M.D. (91.5% support) were elected for terms expiring in 2028. Broker non-votes totaled 875,876 for each nominee.
• Auditor ratification: PricewaterhouseCoopers LLP was re-appointed with 17,369,357 votes for (99.7%), 59,873 against and 2,689 abstentions.
• Say-on-Pay: Executive compensation received 15,216,859 votes for (92.0%), 1,330,522 against and 8,662 abstentions.
• Say-on-Pay frequency: An annual vote was favored by 15,903,154 shares (92.9%), compared with 632,362 for triennial, 3,984 for biennial and 16,543 abstentions. No broker non-votes.
• Board response: The Board will continue to hold the advisory Say-on-Pay vote annually until the next required frequency vote.

The filing contains no financial performance data, strategic transactions or changes to previously reported guidance. All proposals were approved by wide margins, indicating solid shareholder support for governance, compensation and audit practices.

Positive

• High shareholder support – All proposals passed with >90% ‘for’ votes, signaling investor confidence in the Board, compensation practices and auditor.
• Annual Say-on-Pay commitment – Board’s decision to retain yearly advisory votes fosters ongoing transparency and shareholder engagement.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR – Routine annual-meeting matters passed easily; governance outlook unchanged.

Shareholders endorsed all management proposals with >90% support, reflecting broad confidence in the Board, executive pay, and PwC’s audit oversight. The annual Say-on-Pay frequency aligns with prevailing S&P 600 practices and keeps investor feedback timely. No contested items, no activism signals, and broker non-votes were immaterial. From a governance risk perspective, results are benign and require no immediate action from investors.

Portfolio Manager

TL;DR – Neutral event; confirms status quo, no direct valuation impact.

The 8-K conveys healthy shareholder support but offers no earnings, cash-flow or strategic data that would recalibrate valuation models. Strong approval levels slightly reduce perceived governance risk, yet they do not alter growth, margin or capital allocation assumptions. Therefore, the disclosure is classified as not materially impactful for positioning in ADUS.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 23, 2025 (June 18, 2025)

ADDUS HOMECARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-34504		20-5340172
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6303 Cowboys Way, Suite 600 Frisco, Texas				75034
(Address of principal executive offices)				(Zip Code)

(469) 535-8200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ADUS		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2025 annual meeting of the stockholders (the “Annual Meeting”) of Addus HomeCare Corporation (the “Company”) held on June 18, 2025, a total of 17,431,919 shares of the Company’s common stock, out of a total of 18,399,139 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The Company’s stockholders (i) elected Esteban López, M.D., Jean Rush and Susan T. Weaver, M.D., FACP, to serve as Class I directors for terms expiring at the 2028 annual meeting of the Company’s stockholders; (ii) ratified the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for fiscal year 2025; (iii) approved on an advisory, non-binding basis, the Company’s compensation of its named executive officers as set forth in the Proxy Statement; and (iv) approved on an advisory, non-binding basis, the frequency of holding a non-binding advisory vote on named executive officer compensation as set forth in the Proxy Statement every year. The votes on these matters were as follows:

(1) The election of Esteban López, M.D., Jean Rush and Susan T. Weaver, M.D., FACP, to serve as Class I directors for terms expiring at the 2028 annual meeting of the Company’s stockholders:

Name		For				Withhold Authority				Broker Non-Votes
(a) Esteban López, M.D.			15,434,772				1,121,271				875,876
(b) Jean Rush			15,757,185				798,858				875,876
(c) Susan T. Weaver, M.D., FACP			15,081,628				1,474,415				875,876

(2) The ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the Company’s independent auditor for the fiscal year ending December 31, 2025:

For		Against				Abstain				Broker Non-Votes
17,369,357			59,873				2,689			—

(3) The approval, on an advisory, non-binding basis, of the Company’s compensation of its named executive officers as set forth in the Proxy Statement:

For		Against				Abstain				Broker Non-Votes
15,216,859			1,330,522				8,662			875,876

(4) The approval, on an advisory, non-binding basis, of the frequency of holding a non-binding advisory vote on named executive officer compensation as set forth in the Proxy Statement:

1 Year		2 Years			3 Years		Abstain				Broker Non-Votes
15,903,154			3,984		632,362			16,543			—

In light of the results of such stockholder vote on the frequency of holding a non-binding advisory vote on named executive officer compensation (the “Say-On-Pay vote”) and other factors considered by the Company’s Board of Directors (the “Board”), the Board has determined that the Company will hold an advisory Say-On-Pay vote annually until the next required vote on the frequency of such advisory Say-On-Pay votes or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ADDUS HOMECARE CORPORATION
Date: June 23, 2025				By:		/s/ Brian Poff
						Brian Poff
						Chief Financial Officer

FAQ

How many ADUS shares were represented at the 2025 Annual Meeting?

A total of 17,431,919 shares (94.7% of shares outstanding) were present or represented by proxy.

Did Addus HomeCare shareholders re-elect all Class I directors in 2025?

Yes. Esteban López, Jean Rush and Susan T. Weaver were each elected with over 91% support for terms ending in 2028.

Was PricewaterhouseCoopers retained as ADUS’s auditor for 2025?

Yes. 99.7% of votes favored ratifying PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

What frequency of Say-on-Pay votes did ADUS shareholders prefer?

Shareholders chose an annual advisory Say-on-Pay vote, with 15.9 million shares (92.9%) voting for the 1-year option.

Does this 8-K contain any earnings or acquisition information?

No. The filing solely reports shareholder voting results; it provides no financial performance or M&A disclosures.