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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