SEC Form 8-K filed by HCA Healthcare Inc.

 

 

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): April 30, 2024 (April 25, 2024)

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, William B. Rutherford, HCA Healthcare, Inc.’s (the “Company’s”) Executive Vice President, Chief Financial Officer, principal financial officer and principal accounting officer notified the Company of his intent to retire, effective May 1, 2024. In conjunction with Mr. Rutherford’s retirement, Christopher F. Wyatt, age 47, will succeed Mr. Rutherford as principal accounting officer, effective May 1, 2024. Additionally, Mr. Wyatt will continue to serve as the Company’s Senior Vice President and Controller, a position he has held since April 2016.

There is no arrangement or understanding between Mr. Wyatt and any other person pursuant to which Mr. Wyatt was appointed. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Wyatt and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There are no transactions in which Mr. Wyatt has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 25, 2024 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 246,477,178 shares of the Company’s common stock, out of a total of 264,485,460 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting, were represented in person or by proxy. Voting results from the Annual Meeting were as follows:

1. The following ten 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 until such director’s earlier death, resignation or removal, as follows:

 

		For				Against				Abstentions				Broker Non-Votes
Thomas F. Frist III			223,391,623				7,188,909				70,398				15,826,248
Samuel N. Hazen			228,904,591				1,674,454				71,885				15,826,248
Meg G. Crofton			228,595,246				1,982,182				73,502				15,826,248
Robert J. Dennis			222,161,249				8,321,449				168,232				15,826,248
Nancy-Ann DeParle			225,789,463				4,780,767				80,700				15,826,248
William R. Frist			228,262,261				2,317,803				70,866				15,826,248
Hugh F. Johnston			205,454,631				25,116,175				80,124				15,826,248
Michael W. Michelson			228,233,621				2,342,431				74,878				15,826,248
Wayne J. Riley, M.D.			225,893,122				4,590,446				167,362				15,826,248
Andrea B. Smith			228,408,481				2,161,263				81,186				15,826,248

2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified as follows:

 

For		Against		Abstentions		Broker Non-Votes
227,413,415		18,990,342		73,421		0

3. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2024 proxy statement was approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
217,056,657		13,495,544		98,729		15,826,248

4. A frequency of One Year was approved in a non-binding advisory resolution with respect to the frequency of future advisory votes on executive compensation as described in the Company’s 2024 proxy statement as follows:

 

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
229,075,574		33,884		1,230,316		311,156		15,826,248

In light of stockholder approval at the Annual Meeting to hold an advisory vote on the compensation of the Company’s named executive officers every year, the Company’s Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year, until the next advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers or until the Board of Directors otherwise determines that a different frequency for such advisory vote would be in the best interests of the Company’s stockholders.

5. The stockholder proposal regarding a report on risk mitigation regarding state restrictions for emergency abortions as described in the Company’s 2024 proxy statement was not approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
18,634,869		208,122,598		3,893,463		15,826,248

6. The stockholder proposal regarding a report on patient feedback regarding quality of care as described in the Company’s 2024 proxy statement was not approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
35,380,461		194,658,646		611,823		15,826,248

7. The stockholder proposal regarding a report on maternal health outcomes as described in the Company’s 2024 proxy statement was not approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
19,465,521		209,036,719		2,148,690		15,826,248

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.

 

Date: April 30, 2024