UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 11, 2025 (
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 8, 2025, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed John W. Chidsey, III to the Company’s Board effective July 15, 2025, increasing the number of directors on the Board from 9 to 10. Mr. Chidsey will serve on the Board’s Audit and Compliance Committee, Compensation Committee and Patient Safety and Quality of Care Committee.
Mr. Chidsey was appointed to the Board pursuant to the Company’s Amended and Restated Certificate of Incorporation, which provides that a majority of directors on the Board may determine the number of directors which shall constitute the Board and that the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board. There is no arrangement or understanding between Mr. Chidsey and any other person pursuant to which Mr. Chidsey was selected as a director on the Board, nor is Mr. Chidsey a member of the family of any executive officer of the Company or of any other director on the Board. There have been no transactions, proposed or otherwise, in which Mr. Chidsey participated or will participate that would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K. Mr. Chidsey will participate in the compensation program the Company maintains for its non-management directors, which compensation program was described in the Current Report on Form 8-K the Company filed with the Securities and Exchange Commission on April 29, 2025.
A copy of the press release issued by the Company announcing Mr. Chidsey’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated July 11, 2025 | |
| 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: July 11, 2025