May 6, 2021

Frisco, Texas

Dear Shareholders:

I am pleased to invite you to attend Addus HomeCare's 2021 Annual Meeting of Shareholders on June 16, 2021, at 10:00 a.m. (Central Time). The safety of our shareholders is important to us, and given the current guidance by public health officials surrounding COVID-19 and group gatherings, this year's Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast at www.virtualshareholdermeeting.com/ADUS2021. For more information on how to register and attend this year's Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement.

The Notice of Annual Meeting and Proxy Statement that follows describes those matters to be voted on at the meeting. Your proxy card and our 2020 Annual Report to Shareholders (with Form 10-K for the year ended December 31, 2020) are also enclosed.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we recommend that you vote your shares through the enclosed proxy card, by internet or by telephone, to ensure your shares are represented at the Annual Meeting.

Sincerely,

R. Dirk Allison

Chief Executive Officer and

Chairman of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 6, 2021

Frisco, Texas

The Annual Meeting of Shareholders (the "Annual Meeting") of Addus HomeCare Corporation, which we refer to as the "Company," will be held on June 16, 2021, at 10:00 a.m. (Central Time). The safety of our shareholders is important to us, and given the current guidance by public health officials surrounding COVID-19 and group gatherings, this year's Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast at www.virtualshareholdermeeting.com/ADUS2021. No physical meeting will be held. For more information on how to register and attend this year's Annual Meeting, please refer to the Information About the Annual Meeting of Shareholders and Voting section which begins on page 1 of the enclosed proxy statement. The Annual Meeting will be held for the following purposes:

  1. To elect R. Dirk Allison, Mark L. First, and Darin J. Gordon as Class III directors;
  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending December 31, 2021;
  3. To approve, on an advisory, non-binding basis, the Company's compensation of its named executive officers as disclosed in the attached Proxy Statement; and
  4. To transact such other business, if any, as may be properly brought before the meeting or any adjournment or postponement thereof.

Only shareholders of record, as shown by the transfer books of the Company, at the close of business on April 23, 2021, are entitled to notice of, and to vote at, the Annual Meeting of Shareholders. The Company will make a list of shareholders available electronically on the virtual meeting website during the Annual Meeting for those attending the meeting.

You are requested to vote on these proposals whether or not you plan to attend the Annual Meeting. If you do not attend and vote, you can vote in one of three ways: (i) complete, sign and date the enclosed proxy card and return it promptly; (ii) vote by internet pursuant to the instructions on the enclosed proxy card; or (iii) vote by telephone pursuant to the instructions on the enclosed proxy card. Your vote is important and very much appreciated. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. For further information regarding the individuals nominated as directors, the proposals being voted upon, use of the proxy and other related matters, you are urged to read the enclosed Proxy Statement.

By Order of the Board of Directors,

Brian Poff

Executive Vice President, Chief Financial

Officer, Treasurer and Secretary

TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING

1

VOTING AND OTHER INFORMATION

2

PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS

6

CORPORATE GOVERNANCE

10

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

17

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

19

EXECUTIVE COMPENSATION

21

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

40

AUDIT COMMITTEE REPORT

42

PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

43

SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

44

GENERAL INFORMATION

46

ADDUS HOMECARE CORPORATION

6303 Cowboys Way, Suite 600

Frisco, Texas 75034

PROXY STATEMENT

INFORMATION ABOUT THE ANNUAL MEETING OF SHAREHOLDERS AND VOTING

Why Did You Send Me this Proxy Statement?

We sent you this Proxy Statement and the enclosed proxy card because the Board of Directors of Addus HomeCare Corporation, which we refer to as "Addus HomeCare," "we," "us," "our" or the "Company," is soliciting your proxy to vote at the 2021 Annual Meeting of Shareholders (the "Annual Meeting"). A copy of our 2020 Annual Report to Shareholders (with Form 10-K for the year ended December 31, 2020) accompanies this Proxy Statement. We will begin mailing this Proxy Statement on or about May 6, 2021 to all shareholders entitled to vote.

In accordance with the rules of the Securities and Exchange Commission (the "SEC"), we are advising our shareholders of the availability on the internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the "full set delivery" option, we are delivering to all shareholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly-accessible website.

This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may simply vote in accordance with the instructions contained in this Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2021: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, ARE AVAILABLE AT WWW.PROXYVOTE.COM.

How can I register and attend the Annual Meeting?

Our Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by a live audio webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on April 23, 2021, or if you hold a valid proxy for the Annual Meeting. No physical in-person meeting will be held.

You do not have to register in advance to attend the virtual meeting. To attend and participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/ADUS2021 and enter the 16-digit control number included on your proxy card. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described under "Voting and Other Information" below. During the meeting, you may submit questions, vote, and examine our shareholder list.

The online meeting will begin promptly at 10:00 a.m. (Central Time) on June 16, 2021. We encourage shareholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting's 10:00 a.m. start time, to ensure you can hear the streaming audio before the Annual Meeting starts. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/ADUS2021. The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plug-ins. Please ensure that you have a strong internet connection wherever you intend to participate in the meeting.

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A link to a replay of the Annual Meeting will be available on the Investors Relations section of our website (www.addus.com) under "Shareholder Meetings" approximately 24 hours after the meeting ends and will remain available on our website for one month following the meeting.

Can I ask questions at the virtual Annual Meeting?

Shareholders as of the close of business on April 23, 2021, who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/ADUS2021, will have an opportunity to submit questions live via the internet during a designated portion of the meeting. Shareholders must have available their 16-digit control number included on their proxy card. Once past the log- in screen, shareholders will be able to submit questions live during the virtual meeting by typing the question into the "Ask a Question" field, and clicking submit. We will answer questions that comply with the meeting rules of conduct during the annual meeting of shareholders, subject to time constraints.

What Proposals Will Be Voted on at the Annual Meeting?

There are three proposals scheduled to be voted on at the Annual Meeting:

  • The election of R. Dirk Allison, Mark L. First, and Darin J. Gordon as Class III directors.
  • The ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditor for the fiscal year ending December 31, 2021.
  • The approval, on an advisory, non-binding basis, of the Company's compensation of its named executive officers as disclosed in this Proxy Statement.

Addus HomeCare's Board of Directors (the "Board") recommends that you vote your shares (1) "FOR" each of the nominees of the Board; (2) "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2021; and (3) "FOR" advisory approval of the Company's compensation of its named executive officers as disclosed in this Proxy Statement.

VOTING AND OTHER INFORMATION

Who Is Entitled to Vote?

April 23, 2021 is the record date for the Annual Meeting. If you owned shares of our common stock at the close of business on April 23, 2021, you are entitled to vote. As of April 23, 2021, we had 15,903,434 shares of common stock outstanding and entitled to vote at the Annual Meeting. Our common stock is our only class of voting stock.

How Many Votes Do I Have?

You have one vote for each share of our common stock that you owned at the close of business on April 23, 2021.

What Is the Difference Between Holding Shares as a Shareholder of Record and as a Beneficial Owner?

Many of our shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record and these proxy materials are being sent to you directly by Addus HomeCare. As the shareholder of record, you have the right to grant your voting proxy to the proxies listed on the proxy card or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

Beneficial Owner

If your shares are held in a stock brokerage account or by another nominee, you are considered the beneficial owner of shares held in "street name," and these proxy materials are being forwarded to you by your broker or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares and are also invited to attend the Annual Meeting.

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Disclaimer

Addus HomeCare Corporation published this content on 08 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 09:49:02 UTC.