HCA 8-K
HCA Healthcare, Inc. (HCA)
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): April 30, 2024 (
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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).
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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. |
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.
| HCA HEALTHCARE, INC. | ||
| By: | /s/ John M. Franck II | |
| John M. Franck II | ||
| Vice President – Legal and Corporate Secretary | ||
Date: April 30, 2024