Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Addition to Audit and Compliance Committee
On May 17, 2016, the Board of Directors of Community Health Systems, Inc. (the Company) appointed H. James Williams, Ph.D., to its Audit and
Compliance Committee. Dr. Williams was appointed to the Board of Directors in December 2015 and was elected to the Board at the 2016 Annual Meeting of Stockholders held on May 17, 2016 (the Annual Meeting). The Board determined
that Dr. Williams is an audit committee financial expert as defined by the applicable rules of the Securities and Exchange Commission (the SEC).
Compensation Arrangements
On May 17, 2016, the
Board of Directors of the Company, upon recommendation of the Compensation Committee of the Board of Directors (the Compensation Committee) approved increases in the 2016 base salaries of Tim L. Hingtgen and Michael T. Portacci, two of
the Companys Named Executive Officers included in the Companys definitive proxy statement for the Annual Meeting filed with the SEC on April 7, 2016 (the Proxy Statement). These increases, effective May 1, 2016, to
the previously approved 2016 base salaries for these individuals were made as a result of the previously announced promotion of Mr. Hingtgen as well as additional job responsibilities for Mr. Portacci as a result of the realignment of the
Companys operating divisions following the spin-off of Quorum Health Corporation. None of the Companys executive officers has a written employment agreement.
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Name and Position
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2016 Base Salary
(effective May 1, 2016)
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Tim L. Hingtgen, Executive Vice President of Operations
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$
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690,000
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Michael T. Portacci, Division President, Division Operations
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$
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685,000
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Designation of Executive Officer
On May 17, 2016, the Board of Directors of the Company designated John W. McClellan, as an executive officer of the Company. As previously announced,
Mr. McClellan has been overseeing the operations of the Companys affiliated hospitals in Division IV, since May 1, 2016.
Mr. McClellan, age 47, joined the Company in 2009 as a vice president of division operations, supporting operations in affiliated hospitals in one of the
Companys operating divisions. In his role as Division President, he oversees the operations of affiliated hospitals in New Jersey, Ohio, Oklahoma and Pennsylvania. Prior to joining the Company, Mr. McClellan was with another hospital
management company for 13 years, where he served as chief executive officer of hospitals in Florida, Missouri and North Carolina. He holds a masters degree in healthcare administration from the University of Kentucky.
Approval of Amended and Restated 2009 Stock Option and Award Plan
At the Annual Meeting, the Companys stockholders approved the Companys 2009 Stock Option and Award Plan, as amended and restated as of
March 16, 2016 (the Plan). The results of the stockholder vote on the Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.
A description of the Plan is included as part of Proposal 3 in the Companys Proxy Statement and is incorporated herein by reference. Such
description is qualified in its entirety by reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
2
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual Meeting on
May 17, 2016. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:
(1) The stockholders elected each of the following persons as directors of the Company for terms that expire at the 2017 annual meeting of
stockholders of the Company and until their respective successors have been elected and have qualified:
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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(a) W. Larry Cash
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81,081,852
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10,612,238
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24,423
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12,656,925
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(b) John A. Clerico
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84,372,323
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7,320,669
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25,521
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12,656,925
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(c) James S. Ely III
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87,999,567
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3,693,771
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25,175
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12,656,925
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(d) John A. Fry
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87,705,396
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3,987,881
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25,236
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12,656,925
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(e) William Norris Jennings, M.D.
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87,779,113
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3,914,251
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25,149
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12,656,925
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(f) Julia B. North
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83,999,680
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7,694,268
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24,565
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12,656,925
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(g) Wayne T. Smith
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86,207,317
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5,165,799
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345,397
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12,656,925
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(h) H. Mitchell Watson, Jr.
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84,432,280
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7,260,212
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26,021
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12,656,925
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(i) H. James Williams, Ph.D.
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88,112,502
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3,581,959
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24,502
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12,656,925
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(2) The stockholders did not approve the advisory resolution regarding the Companys executive
compensation:
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For
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Against
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Abstain
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Broker Non-Votes
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22,309,368
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66,074,837
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3,334,308
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12,656,925
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(3) The stockholders approved the amendment and restatement of the Community Health Systems, Inc. 2009 Stock
Option and Award Plan, which was approved by the Board of Directors as of March 16, 2016:
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For
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Against
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Abstain
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Broker Non-Votes
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84,303,573
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7,373,674
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41,266
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12,656,925
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(4) The Board of Directors appointment of Deloitte & Touche, LLP, as the Companys
independent registered public accountants for 2016, was ratified by the affirmative votes of the stockholders:
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For
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Against
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Abstain
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Broker Non-Votes
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103,580,708
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764,975
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29,755
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n/a
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(5) The stockholders approved a stockholder proposal regarding stockholder proxy access as described in the
proxy materials:
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For
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Against
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Abstain
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Broker Non-Votes
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76,197,051
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15,441,608
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79,854
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12,656,925
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