þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

---

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount previously paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

•	Via the Internet. You may submit your proxy and voting instructions via the Internet by following the instructions provided on your proxy card;

•	By Telephone. You may submit your proxy and voting instructions by calling the toll-free number found on your proxy card; or

•	By Mail. You may submit your proxy and voting instructions by completing, dating, and signing the enclosed proxy card and returning it promptly in the envelope provided.

---

1.	to elect the three Class I director nominees, who are named in the accompanying Proxy Statement, nominated by our board of directors to serve for a term of three years and until their successors are elected and qualified;

2.	to adopt, on an advisory basis, a resolution approving the compensation of our named executive officers;

3.	to approve the Company's 2018 Incentive Plan;

4.	to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and

5.	to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

---

---

•	We provide post-acute health care services through our home health, hospice, and community-based services agencies and through our long-term acute hospitals. As of December 31, 2017, we operated 442 locations in 27 states. Our objective is to be the leading provider of home health, hospice, and community-based services in the United States.

•	Net service revenue increased 17.2% to $1.072 billion for 2017 compared with $914.8 million for 2016.

•	Net income grew 37.0% to $50.1 million compared with $36.6 million for 2016.

•	We exceeded the upper range of our earnings per share goal for 2017, resulting in above target payout to our executive officers under our annual incentive plan.

•

In November 2017, we entered into a definitive merger agreement with Almost Family, Inc. (“Almost Family”), providing for a “merger of equals” business combination between us and Almost Family, which we completed on April 1, 2018. The merger creates the second largest in-home healthcare provider in the country with an expanded geographic service territory of 36 states covering over 60 percent of the U.S. population aged 65 and over; the only national home health, hospice, and personal care provider with a long track record of successfully partnering with hospitals and health systems; and the highest quality provider, as measured by the Centers for Medicare and Medicaid Services star ratings.

•	In connection with the Almost Family merger, we have elected four former members of the Almost Family Board of Directors to serve on our Board of Directors, reclassified the directors’ terms and reconstituted our board of director committee structure and membership.

•

Grants of long-term equity incentives to our executive officers in 2017 were made at target levels, which was based on the company meeting or exceeding performance expectations relating to key financial and qualitative performance metrics in 2016, including adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), earnings per share, return on equity, and quality of patient care measures and Star Ratings.

---

---

---

•	FOR the election of the three Class I director nominees;

•	FOR the adoption, on an advisory basis, of the resolution approving the compensation of our named executive officers;

•	FOR the approval of the Company's 2018 Incentive Plan; and

•	FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

---

•	Via the Internet. You may submit your proxy and voting instructions via the Internet by following the instructions provided on your proxy card;

•	By Telephone. You may submit your proxy and voting instructions by calling the toll-free number found on your proxy card;

•	By Mail. You may submit your proxy and voting instructions by completing, dating, and signing the enclosed proxy card and returning it promptly in the envelope provided; or

•	In Person. You may vote your shares of our common stock in person at the Annual Meeting. If you desire to vote your shares of our common stock in person at the Annual Meeting, please request, complete, and deliver to the proxies a ballot prior to the time that ballots are collected at the Annual Meeting.

---

---

---

•	executive sessions of our independent directors after every board meeting, and

•	annual performance evaluations of the Chairman of the Board and Chief Executive Officer by our independent directors.

---

*	Committee Chair.

---

•	selects our independent registered public accounting firm (whose duty it is to audit the financial statements of the company and its subsidiaries for the fiscal year in which it is appointed) and has the sole authority and responsibility to approve all audit and engagement fees and terms, as well as all permitted non-audit services by our independent auditors;

•	meets with the independent auditors and management of the company to review and discuss the scope of the audit and all significant matters related to the audit;

•	reviews the adequacy and effectiveness of our internal controls regarding accounting and financial matters;

•	reviews the company’s financial statements and discusses them with management and the independent auditors;

•	reviews and discusses with management our earnings reports and press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

•	reviews and discusses with management our quarterly reports on Form 10-Q and annual reports on Form 10-K;

•	reviews and approves any proposed transaction with any affiliate, in accordance with our written policy with respect to related person transactions;

•	reviews the effectiveness of our compliance program with management;

•	annually reviews and implements the Audit Committee charter and reports to our board of directors regarding activities of the Audit Committee; and

•	performs an annual performance evaluation of the Audit Committee.

•	annually reviews and approves our goals and objectives relevant to the compensation of our Chief Executive Officer and evaluates the performance of our Chief Executive Officer in light of these goals and objectives;

•	annually determines and approves the compensation of our Chief Executive Officer based on such evaluation;

•	annually reviews, evaluates and approves the compensation of our other executive officers;

•	makes recommendations to our board of directors regarding our equity-based and incentive compensation plans;

•	annually reviews and implements the Compensation Committee charter and reports to our board of directors regarding activities of the Compensation Committee; and

•	performs an annual performance evaluation of the Compensation Committee.

---

•	recommends to our board of directors for its approval proposed nominees for board membership after evaluating each proposed nominee and making a determination as to such proposed nominee’s qualifications to be a board member;

•	evaluates the performance of each existing director before recommending to our board of directors his or her nomination for an additional term as a director;

•	annually reviews and implements the Nominating and Corporate Governance Committee charter and reports to our board of directors regarding activities of the Nominating and Corporate Governance Committee; and

•	performs an annual performance evaluation of the Nominating and Corporate Governance Committee.

•	advises our clinical leadership of leading edge strategies, including clinical practices to be evaluated for company adoption;

•	monitors our performance on established internal and external benchmarking regarding clinical performance and outcomes;

•	oversees and evaluates the effectiveness of our performance improvement and quality plans;

•	facilitates the development of industry best-practices based on internal and external data comparisons;

•	fosters enhanced awareness of our clinical performance by our board of directors and appropriate external sources;

•	establishes a long-term, strategic clinical vision for the company;

•	makes recommendations to our board of directors with respect to our overall quality, safety, and performance improvement initiatives;

•	makes regular reports to the board of directors concerning the activities of the Clinical Quality Committee;

•	annually reports to our board of directors certain company statistical information as required by The Joint Commission, a healthcare accreditation organization;

•	annually reviews and implements the Clinical Quality Committee charter and reports to our board of directors regarding activities of the Clinical Quality Committee; and

•	performs an annual performance evaluation of the Clinical Quality Committee.

•	develops long-term corporate development strategies;

•	works with management to develop acquisition strategies;

•	reviews progress on corporate development strategies;

•	reports evaluations and recommendations relating to corporate development strategies to our board of directors;

---

•	annually reviews and implements the Corporate Development Committee charter and reports to our board of directors regarding activities of the Corporate Development Committee; and

•	performs an annual performance evaluation of the Corporate Development Committee.

•	the commitment of the prospective nominee to represent the long-term interests of our stockholders;

•	the prospective nominee’s standards of character and integrity;

•	the prospective nominee’s financial literacy;

•	the prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards;

•	the prospective nominee’s independence and absence of any conflicts of interest that would interfere with his or her performance as a director; and

•	the extent to which the prospective nominee contributes to the range of talent, skill, and expertise appropriate for our board of directors.

---

•	the candidate’s name, age, business addresses and other contact information;

•	a complete description of the candidate’s qualifications, experience, background, and affiliations, as would be required to be disclosed in the proxy statement pursuant to the applicable rules of the SEC;

•	a sworn or certified statement by the candidate in which he or she consents to being named in the proxy statement as a nominee and to serve as a director if elected; and

•	the name and address of the stockholder(s) of record making such a recommendation.

---

(1)	Amounts reflect the total cash compensation earned by or paid to each director in fiscal year 2017 in connection with board and committee retainers and meeting fees.

(2)	Reflects the aggregate grant date fair value of the restricted stock awards on the grant date. The grant date fair value of the awards is determined pursuant to Accounting Standards Codification 718 and is based on the closing sales price per share of our common stock on the date of grant.

(3)

Mr. Indest retired as an employee on August 31, 2011. In connection with his retirement, Mr. Indest entered into a consulting agreement with the company, under which Mr. Indest agreed to provide consulting services to the company on an as requested basis. Under the consulting agreement, Mr. Indest is paid $125 per hour for his services and remains eligible to participate in our medical insurance plan. In 2017, Mr. Indest performed consulting services and received $14,500 of compensation under his consulting agreement.

(4)	Effective upon the adjournment of the 2017 Annual Meeting, Mr. Lewis resigned from our Board of Directors.

(5)

Mr. Shackelton resigned from our Board of Directors on August 18, 2017. During his tenure as a member of our Board of Directors, Mr. Shackelton's agreement with the company stated that all payments of his non-employee director compensation (both cash and equity compensation) would be assigned and payable directly to Coliseum Capital Management, LLC, a company in which Mr. Shackelton is a managing partner. In lieu of granting an annual restricted share award to Mr. Shackelton, our board of directors determined that the annual equity award granted in connection with Mr. Shackelton's board service would be determined in the same manner and relate to the same number of shares as the award to the other non-employee directors, but would pay out in cash instead of shares of company stock on the applicable vesting dates.

•	$45,000 annual cash retainer, payable on a monthly basis, for service on our board of directors;

•	$25,000 annual cash retainer, payable on a monthly basis, for service as the Lead Director;

•	$24,000 annual cash retainer, payable on a monthly basis, for service as the Chair of the Audit Committee;

•	$12,000 annual cash retainer, payable on a monthly basis, for service as the Chair of the Compensation Committee, Chair of the Nominating and Corporate Governance Committee, Chair of the Corporate Development Committee, or Chair of the Clinical Quality Committee;

---

•	$6,000 annual cash retainer, payable on a monthly basis, for service as a member (other than Chair) on a committee of our board of directors, excluding the Audit Committee and the Regulatory Affairs and Public Policy Committee;

•	$6,000 annual cash retainer, payable on a monthly basis, for service as a member (including as a Co-chair) on the Regulatory Affairs and Public Policy Committee;

•	$9,000 annual cash retainer, payable on a monthly basis, for service as a member (other than Chair) of the Audit Committee; and

•	$1,500 meeting fee, payable for each board meeting.

•	$60,000 annual cash retainer, payable on a monthly basis, for service on our board of directors;

•	$25,000 annual cash retainer, payable on a monthly basis, for service as the Lead Director;

•	$24,000 annual cash retainer, payable on a monthly basis, for service as the Chair of the Audit Committee;

•	$12,000 annual cash retainer, payable on a monthly basis, for service as the Chair of the Compensation Committee, Chair of the Nominating and Corporate Governance Committee, Chair of the Corporate Development Committee, or Chair of the Clinical Quality Committee;

•	$6,000 annual cash retainer, payable on a monthly basis, for service as a member (other than Chair) on a committee of our board of directors, excluding the Audit Committee and the Regulatory Affairs and Public Policy Committee;

•	$6,000 annual cash retainer, payable on a monthly basis, for service as a member (including as a Co-chair) on the Regulatory Affairs and Public Policy Committee;

•	$9,000 annual cash retainer, payable on a monthly basis, for service as a member (other than Chair) of the Audit Committee; and

•	$1,500 meeting fee, payable for each board meeting.

---

---

---

---

---

---

*	Less than 1%.

(1)	Unless otherwise noted, the address of each beneficial owner listed in the table above is c/o LHC Group, Inc., 901 Hugh Wallis Road South, Lafayette, Louisiana 70508.

(2)	Includes 341,646 shares held by Mr. Myers’ wife, and 959,500 shares held by K&G Family, LLC, of which Mr. Myers is a Manager. Includes 154,823 shares of unvested restricted shares held by the named executive officer, which have various vesting dates.

(3)	Includes 1,700 shares of unvested restricted shares held by the director, which will vest on March 1, 2019.

(4)	Includes 5,032 shares held by self-directed 401(k) plan. Includes 1,830 shares held by spouse's self-directed 401(k) plan. Includes 16 shares held as custodian for child. Includes 2,745 shares issuable upon the exercise of stock options exercisable by February 8, 2019.

(5)	Includes 31,081 shares held by Duperier Avenue Investors, LLC, of which Mr. Indest is a Manager. Includes 1,700 shares of unvested restricted shares held by the director, which will vest on March 1, 2019.

(6)	Includes 27,848 shares held by a trust where Mr. Reed is the sole trustee. Includes 2,745 shares issuable upon the exercise of stock options exercisable by February 8, 2019.

(7)	Includes 2,745 shares issuable upon the exercise of stock options exercisable by February 8, 2019.

(8)	Includes 111,079 shares of unvested restricted shares held by the named executive officer, which have various vesting dates.

(9)	Includes 65,293 shares of unvested restricted shares held by the named executive officer, which have various vesting dates.

(10)	Based on the Schedule 13GA filed with the SEC on January 17, 2018. According to the Schedule 13G, BlackRock, Inc. has sole voting power with respect to 2,419,034 of these shares and sole dispositive power with respect to 2,454,656 of these shares.

(11)

Based on the Schedule 13GA filed with the SEC on February 7, 2018. According to the Schedule 13G, The Vanguard Group has sole voting power with respect to 30,045 of these shares, shared power to vote with respect to 1,221 of these shares, sole dispositive power with respect to 1,643,519 of these shares and shared dispositive power with respect to 30,166 shares. The Schedule 13G reports that Vanguard Fiduciary Trust Company, and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of The Vanguard Group, are beneficial owners of 28,945 shares and 2,321 shares, respectively, as a result of serving as investment managers of collective trust accounts and Australian investment offerings.

---

---

---

•	Keith G. Myers, our Chief Executive Officer;

•	Donald D. Stelly, our President and Chief Operating Officer; and

•	Joshua L. Proffitt, our Executive Vice President, Chief Financial Officer and Treasurer.

•

High percentage of executive compensation is at-risk or performance-based. More than half of the total direct compensation earned by each named executive officer in 2017 (base salary, annual cash incentive award, and time-vesting restricted stock award) was at-risk or performance-based, meaning that it must have been earned on the basis of corporate and individual performance goals (in the case of annual incentive awards) or its future value was contingent upon the future performance of our common stock (in the case of restricted stock). For Mr. Myers, our Chief Executive Officer, approximately 71% of his 2017 total direct compensation was at-risk or performance-based.

•	2017 annual incentive payments to executives are aligned with 2017 corporate performance. The company exceeded the upper range of its earnings per share goal for 2017, resulting in above target payouts to the named executive officers under our annual incentive plan.

•

2017 long-term equity incentive awards are based on successful achievement of key performance metrics. The grants of long-term equity incentives to the named executive officers in 2017 were based on the company meeting or exceeding performance expectations relating to key financial and qualitative performance metrics in 2016, including adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA'), earnings per share, return on equity, and quality of patient care measures and Star Ratings.

•	Compensation clawback policy. We have adopted a compensation clawback policy that allows us to recoup certain compensation paid to our executive officers in the event of a restatement of our financial results.

---

•	Stock ownership guidelines. We have adopted stock ownership guidelines and retention requirements for our executive officers and directors.

•	Anti-hedging and anti-pledging policies. We have revised our Insider Trading Policy to prohibit hedging and pledging transactions by our executive officers and directors.

•	Double-trigger change in control provisions. Following a change in control, each named executive officer would only be entitled to severance benefits and accelerated vesting of equity awards if the executive officer experiences an involuntary termination of employment.

•	No excise tax gross-ups. We do not provide excise tax gross-ups in change of control arrangements.

---

•	the executive officer’s responsibilities;

•	the scope of the position;

•	experience and length of service with the company;

•	individual efforts and performance within the company, the industry and the community;

•	team building skills consistent with the company’s best interests; and

•	observance of our ethics and compliance program.

---

---

---

---

(1)	The amounts reported in this column reflect the annual base salary earned by each of our named executive officers.

(2)	The amounts reported in this column reflect discretionary bonuses paid to the named executive officer in connection with entering into an amended and restated employment agreement.

(3)	The amounts reported in this column reflect the grant date fair value of the restricted stock awards, as determined pursuant to Accounting Standards Codification 718, and are based on the closing sales price per share of our common stock on the date of grant. See the "2017 Grants of Plan-Based Awards" table for additional information for awards granted in 2017.

(4)	The amounts reported in this column reflect the annual cash incentive awards earned by each of our named executive officers based on company and individual performance. For more information regarding our annual cash incentive program, see the discussion in the section titled "Compensation Discussion and Analysis."

(5)	The amounts reported in this column for 2017 reflect, with respect to Mr. Myers, $87,279 for the aggregate incremental costs of his personal use of the company's airplane and $3,600 for our 2% matching contribution under the 401(k) plan; with respect to

---

(1)

Amounts reflect threshold, target and maximum payout levels for the EPS Target Bonus and target payout level for the Stretch Target Bonus (assuming each of the five performance goals are met) for 2017 performance under our annual cash incentive program. The actual amount earned by each named executive officer for 2017 is reported under the “Non-Equity Incentive Plan Compensation” column in the “2017 Summary Compensation Table” above. For more information regarding our annual cash incentive program, see the discussion in the section titled “Compensation Discussion and Analysis.”

(2)	Amounts reflect awards of time-vesting restricted stock granted under our long-term incentive plans. The restricted stock awards vest in five equal annual installments beginning on the first anniversary of the date of grant. The awards with a grant date of March 1, 2017 were earned for performance in calendar year 2016.

(3)	Amounts reflect the grant date fair value of the restricted stock awards, determined pursuant to the Accounting Standards Codification 718, based on the closing sales price per share of our common stock on the grant date.

---

---

(2)	Reflects the value as calculated using the closing market price of our common stock as of December 31, 2017, which was $61.25.

(1)	The value realized is based on the closing market price of our common stock on the applicable date of vesting of the restricted stock awards, or if there were no reported sales on such date, on the last preceding date on which any reported sale occurred.

---

•

if the termination occurs prior to, or more than two years following, a change of control of the company: (A) a severance payment equal to the product of 1.5 times the sum of (1) the base salary in effect as of the date of termination, plus (2) the greater of the average of the annual bonuses earned for the two fiscal years in which annual bonuses were paid immediately preceding the termination, or the target bonus for the year in which the date of termination occurs; and (B) continued vesting of outstanding equity awards, assuming compliance with the restrictive covenants discussed below.

•

if the termination occurs within two years following a change of control of the company: (A) a severance payment equal to the product of 2.5 times the sum of (1) the base salary in effect as of the date of termination, plus (2) the greater of the average of the annual bonuses earned for the two fiscal years in which annual bonuses were paid immediately preceding the termination, or the target bonus for the year in which the date of termination occurs; and (B) the immediate and full vesting of all outstanding equity awards.

---

(1)	Reflects a pro-rata payment of the executive’s annual bonus for 2017, based on the portion of the year elapsed prior to termination. As the table assumes that the executive was terminated on December 31, 2017, the amounts reflect full annual bonus earned for 2017, as reported in the "Non-Equity Incentive Plan Compensation" column of the 2017 Summary Compensation Table.

(2)

Reflects a severance payment equal to the product of 1.5 times, or 2.5 times in the event of a change in control, the sum of (a) the executive’s base salary in effect as of the date of termination and (b) the greater of the average of the annual bonuses earned by the executive for the two immediately preceding fiscal years, or the executive's target bonus for the year in which the date of termination occurs.

(3)

Reflects the cost of providing continued health and welfare benefits to the executive after the termination date of employment. The company will pay the excess of the COBRA cost of such coverage over the amount that the executive would have had to pay for such coverage if the executive had remained employed and paid the active employee rate. Our obligations to provide health and welfare benefits cease in the event the executive participates in another employer sponsored plan or when the COBRA benefit expires (18 months from qualifying event).

(4)	Represents the fair market value of shares of restricted stock that would immediately vest upon termination each based on closing market price of our common stock as of December 31, 2017, which was $61.25.

---

---

•	No Discounted Stock Options or Stock Appreciation Rights (SARs). Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.

•	Prohibition on Repricing. The exercise price of a stock option or SAR may not be reduced, directly or indirectly, without the prior approval of stockholders, including by a cash repurchase of “underwater” awards.

•	Minimum Vesting Requirements. Awards granted to all participants under the 2018 Plan will be subject to a minimum vesting period of one year (with an exception provided for up to 5% of the total shares authorized for issuance under the plan).

•	No Liberal Share Recycling. Shares retained by or delivered to the company to pay the exercise price of a stock option or SAR or to satisfy tax withholding taxes in connection with the exercise or settlement of an award count against the number of shares remaining available under the 2018 Plan.

•	No Single-Trigger Change of Control Vesting. If awards granted under the 2018 Plan are assumed by the successor entity in connection with a change of control of the company, such awards will not automatically vest and pay out upon the change of control.

•	No Tax Gross-Ups. The 2018 Plan does not provide for any tax gross-ups.

•	Awards Subject to Clawback Policy. Awards under the 2018 Plan will be subject to any compensation recoupment policy that the company may adopt from time to time.

•	No Dividends on Unearned Awards. The 2018 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned awards.

---

•	market-priced options to purchase shares of our common stock, which may be designated under the Code as nonstatutory stock options or incentive stock options;

•

stock appreciation rights, which give the holder the right to receive an amount (payable in cash or stock, as specified in the award agreement) equal to the excess of the fair market value per share of our common stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date), multiplied by the number of stock appreciation rights that have been exercised by the holder;

•	restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee;

•	stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property, as specified in the award agreement) at a designated time in the future and subject to any vesting requirement as may be set by the Committee;

•	performance awards, which represent any award of the types listed above which have a performance-vesting component based on the achievement, or the level of achievement, of one or more performance goals during a specified performance period, as established by the Committee;

•	other stock-based awards that are denominated or payable in, valued by reference to, or otherwise based on, shares of common stock;

•	cash-based awards, including performance-based annual bonus awards.

---

---

---

---

(1)	Audit Fees includes the aggregate fees billed for professional services rendered for the audit of our annual financial statements for 2017 and 2016 and internal control over financial reporting, review of our Form 10-Qs for the same periods, quarterly reviews, and review of other SEC filings.

(2)	Audit-Related Fees includes fees for professional services rendered for assistance with review of financial statements not included in (1) above.

(3)	Tax Fees includes fees for professional services rendered for tax compliance, tax advice, and tax planning.

(4)	All Other Fees includes the Accounting Research Online tool used by the company during 2017 and 2016.

---

---

---

(1)	Of the 559,082 shares, 391,737 shares were available for future issuance under our 2010 Long-Term Incentive Plan (all of which are available for issuance pursuant to grants of full-value stock awards) and 167,345 shares were available for future issuance under our Amended and Restated 2006 Employee Stock Purchase Plan.

---

---

---

---

---

---

---

---

---

(a)	Grant Awards to Eligible Participants;

(b)	Designate Participants;

---

---

---

---

---

---

---

---

---

---

---

---

---

---