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HCA HCA Healthcare

Filed: 4 May 21, 4:35pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 4, 2021 (April 28, 2021)

 

 

HCA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-11239 27-3865930
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

 

One Park Plaza, Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

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

 

 

Check the appropriate box below 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, $.01 par value per share HCA New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

In order to support the health and well-being of HCA Healthcare, Inc.’s (the “Company’s”) stockholders, employees and community due to the impact of the COVID-19 pandemic, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 28, 2021 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 308,314,735 shares of our common stock, out of a total of 336,936,865 shares of common stock outstanding and entitled to vote, were represented in person or by proxy. Voting results from the Annual Meeting were as follows:

1. The following nine director nominees were elected to the Company’s Board of Directors for a one-year term, or until such director’s respective successor is duly elected and qualified or such director’s earlier death, resignation or removal, as follows:

 

   For   Against   Abstentions   Broker Non-Votes 

Thomas F. Frist III

   285,519,060    6,020,841    630,805    16,144,029 

Samuel N. Hazen

   290,889,075    651,378    630,253    16,144,029 

Meg G. Crofton

   290,867,743    665,357    637,606    16,144,029 

Robert J. Dennis

   286,178,869    5,349,768    642,069    16,144,029 

Nancy-Ann DeParle

   284,708,899    6,825,150    636,657    16,144,029 

William R. Frist

   290,180,394    1,336,162    654,150    16,144,029 

Charles O. Holliday, Jr.

   269,231,973    21,611,847    1,326,886    16,144,029 

Michael W. Michelson

   290,108,255    1,400,530    661,921    16,144,029 

Wayne J. Riley, M.D.

   286,377,487    5,157,310    635,909    16,144,029 

2. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

289,047,637

 18,646,258 620,840 0

3. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2021 proxy statement was approved as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

280,813,046

 10,403,853 953,807 16,144,029

4. The stockholder proposal regarding stockholders’ ability to act by written consent as described in the Company’s 2021 proxy statement was not approved as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

65,388,322 225,643,421 1,138,963 16,144,029

5. The stockholder proposal requesting a report on the feasibility of increasing the impact of quality metrics on executive compensation as described in the Company’s 2021 proxy statement was not approved as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

28,463,199 261,741,413 1,966,094 16,144,029

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

No.

  Description
Exhibit 104  Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

HCA HEALTHCARE, INC.
By: 

  /s/ John M. Franck II

 John M. Franck II
 Vice President – Legal and Corporate Secretary

Date: May 4, 2021