Current Report Filing (8-k)

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 6, 2020 (April 30, 2020)

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.

Executive Officer Compensation Changes in Response to COVID-19 Pandemic

On April 30, 2020, the Compensation Committee of the Board of Directors of HCA Healthcare, Inc. (the “Company”) approved an extension through June 30, 2020 of the previously announced 30 percent reduction in base salary for the Company’s named executive officers and other executive officers.

2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates

The Board of Directors of the Company previously approved, subject to stockholder approval, the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (the “2020 Stock Incentive Plan”). According to the results from the Company’s Annual Meeting of Stockholders held on May 1, 2020 (as noted in Item 5.07 below), the Company’s stockholders approved the 2020 Stock Incentive Plan. A detailed summary of the material terms of the 2020 Stock Incentive Plan appears on pages 33 – 50 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 20, 2020 (the “Proxy Statement”), and is incorporated herein by reference. That summary and the foregoing description of the 2020 Stock Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2020 Stock Incentive Plan, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 4, 2020, the Company filed with the Delaware Secretary of State an amendment to the Company’s Amended and Restated Certificate of Incorporation, to be effective May 5, 2020, providing for the right to call special meetings of stockholders upon written request by holders of record of at least fifteen percent (15%) of the voting power of all outstanding shares of the Company’s common stock entitled to vote at such meeting. The Company’s Board of Directors has also adopted an amendment to the Company’s Second Amended and Restated Bylaws providing for the ability of such stockholders to request special meetings of stockholders, subject to certain conditions set forth therein. Copies of the amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State, and the amendment to the Company’s Second Amended and Restated Bylaws reflecting these changes are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

In order to support the health and well-being of 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 May 1, 2020 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 311,900,869 shares of our common stock, out of a total of 338,468,818 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		289,371,483		2,481,653		128,037		19,919,696
Samuel N. Hazen		291,334,012		478,110		169,051		19,919,696
Meg G. Crofton		282,404,853		9,446,816		129,504		19,919,696
Robert J. Dennis		275,168,216		16,679,072		133,885		19,919,696
Nancy-Ann DeParle		290,401,636		1,413,025		166,512		19,919,696
William R. Frist		290,541,715		1,308,653		130,805		19,919,696
Charles O. Holliday, Jr.		281,567,990		10,242,832		170,351		19,919,696
Michael W. Michelson		291,537,386		273,756		170,031		19,919,696
Wayne J. Riley, M.D.		288,736,787		3,113,492		130,894		19,919,696

2. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was ratified as follows:


For		Against		Abstentions		Broker Non-Votes
	297,922,737		13,849,448		128,684		0

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


For		Against		Abstentions		Broker Non-Votes
	265,846,118		25,940,578		194,477		19,919,696

4. The 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates was approved as follows:


For		Against		Abstentions		Broker Non-Votes
	278,167,425		13,641,006		172,742		19,919,696

5. The amendment to the Company’s amended and restated certificate of incorporation to allow certain stockholders to request special meetings of stockholders was approved as follows:


For		Against		Abstentions		Broker Non-Votes
	291,287,131		553,802		140,240		19,919,696

6. The stockholder proposal regarding stockholders’ ability to act by written consent as described in the Proxy Statement was not approved as follows:


For		Against		Abstentions		Broker Non-Votes
	56,450,547		235,227,185		303,441		19,919,696

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

	3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of HCA Healthcare, Inc., as filed with the Secretary of State of Delaware on May 4, 2020 with an effective date of May 5, 2020.

	3.2	Amendment to the Second Amended and Restated Bylaws of HCA Healthcare, Inc. effective May 5, 2020.

	10.1	2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-237967), and incorporated herein by reference).

	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.