Adapthealth Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees (Gregory Belinfanti, Suzanne Foster, Kenneth A. Samet, Dr. Susan Weaver, Brad Coppens, Terence Connors, Ted Lundberg, David Williams III and Dale Wolf) to serve one-year terms until the 2027 Annual Meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP as AdaptHealth’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Say-on-Pay (Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement for fiscal year 2025.

   More detail

   This management-sponsored, non-binding advisory proposal asks stockholders to approve the disclosed 2025 compensation for AdaptHealth’s named executive officers (NEOs). Management seeks this advisory approval to demonstrate stockholder support for its executive pay framework and to inform future Compensation Committee decisions; the Compensation Committee explicitly states it will consider the vote’s outcome and other stockholder feedback when designing future pay. The company’s compensation program emphasizes pay-for-performance and a high proportion of at-risk compensation (e.g., 50% of long-term equity awards are PSUs tied to relative TSR and annual cash incentives are tied to Net Revenue, Adjusted EBITDA and Free Cash Flow). The CD&A documents adjustments and governance features intended to align pay with stockholder interests, including double-trigger change-in-control protections, stock ownership guidelines, clawback/recovery policy, an independent compensation consultant, and restrictive covenant and retention elements in employment agreements. The proxy highlights that 2025 annual incentive metrics and payouts reflected company performance (Net Revenue ~97% of target, Adjusted EBITDA payout ~58% of target, Free Cash Flow at maximum) producing an overall payout of approximately 116.22% of target, and that historical PSU outcomes have been forfeited when relative TSR performance was below threshold — signaling true downside for equity holders. The board frames the vote as advisory and non-binding but stresses that a strong prior-year approval (94.3% in 2025) validated its approach; it therefore asks for a FOR vote while committing to consider dissenting views and engagement feedback. From a governance perspective, investors should view this as a routine say-on-pay vote that provides a diagnostic of investor alignment with the company’s compensation philosophy and the Compensation Committee’s execution, rather than creating immediate contractual change. Given the program’s heavy performance orientation and the board’s stated responsiveness to shareholder feedback, the recommendation to vote FOR is grounded in alignment between pay design and stated strategic financial objectives, but investors will weigh the specifics of metric choices, adjustment practices (e.g., litigation settlement adjustment to Adjusted EBITDA), equity mix, and historical realized outcomes when evaluating whether the program appropriately balances risk, retention and shareholder alignment.

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When is the Adapthealth Corp 2026 annual meeting?

Adapthealth Corp (AHCO) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Adapthealth Corp 2026 meeting?

The record date for the Adapthealth Corp 2026 meeting is Friday, April 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Adapthealth Corp's 2026 meeting?

The board is presenting 9 director nominees at the Adapthealth Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Adapthealth Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Adapthealth Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.