Aveanna Healthcare Holdings Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect three Class II director nominees (Rodney D. Windley, Sam Weil, Steven E. Rodgers) to serve three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending January 2, 2027.

3. 3

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

   ManagementBoard: FOR

   Approve, on an advisory, non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement.

   More detail

   The advisory, non-binding proposal asks shareholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials. Management seeks this advisory approval to satisfy SEC and Dodd-Frank requirements and to solicit shareholder feedback on executive pay. The Compensation Committee designs pay to be performance-based and aligned with stockholder interests, using a mix of base salary, annual cash incentives tied to revenue and Adjusted EBITDA, and long-term incentives (50% RSUs, 50% PSUs tied to Adjusted EBITDA). The Compensation Committee retained an independent consultant, Aon, and uses peer group benchmarking and discretion in setting levels, with target bonuses and multi-year vesting to align incentives. The Board recommends a “FOR” vote, citing alignment of compensation with performance, substantial payouts tied to 2025 results (many NEOs received 200% of target annual bonuses), and governance safeguards like equity vesting, ownership guidelines, and a cap at 200% for annual incentives. Management notes the vote is non-binding but will be considered in future decisions. The proposal is routine in format but touches on material governance issues, given significant payouts in 2025 and the Company’s controlled-company status which may affect governance oversight. Shareholders should weigh the strong pay-for-performance evidence from 2025 against potential governance concerns and the structure of long-term incentives when evaluating the proposal.

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When is the Aveanna Healthcare Holdings Inc 2026 annual meeting?

Aveanna Healthcare Holdings Inc (AVAH) holds its 2026 annual shareholder meeting on Friday, May 29, 2026.

What is the record date for the Aveanna Healthcare Holdings Inc 2026 meeting?

The record date for the Aveanna Healthcare Holdings Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aveanna Healthcare Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Aveanna Healthcare Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aveanna Healthcare Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Aveanna Healthcare Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.