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): July 27, 2021

HCA HEALTHCARE, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

On July 27, 2021, HCA Healthcare, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) has, based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Hugh F. Johnston to the Company’s Board effective September 1, 2021, increasing the number of directors on the Board from 9 to 10. Mr. Johnston will serve on the Board’s Audit and Compliance Committee and Finance and Investments Committee.

Mr. Johnston 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. Johnston and any other person pursuant to which Mr. Johnston was selected as a director on the Board, nor is Mr. Johnston 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. Johnston participated or will participate that would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K. Mr. Johnston will participate in the compensation program the Company maintains for its non-management directors, which compensation program was described in the Proxy Statement the Company filed with the Securities and Exchange Commission on March 19, 2021.

A copy of the press release issued by the Company announcing Mr. Johnston’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

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: July 27, 2021

EX-99.1

Exhibit 99.1

HCA Healthcare Appoints Hugh F. Johnston as New Independent Director

NASHVILLE, Tenn., July 27, 2021 – HCA Healthcare, Inc. (NYSE: HCA) today announced that its board of directors has appointed Hugh F. Johnston as an independent director, effective September 1, 2021. With his addition, HCA Healthcare’s board of directors increases from 9 to 10 members. Mr. Johnston will also serve as a member of HCA Healthcare’s audit and compliance committee and finance and investments committee.

Mr. Johnston is vice chairman and chief financial officer of PepsiCo, Inc., a global food and beverage company that earned more than $70 billion in net revenue in 2020 and boasts a product portfolio with 23 brands generating more than $1 billion each in estimated annual retail sales. He joined PepsiCo in 1987 and has served in a variety of senior leadership positions. Mr. Johnston also serves as an independent director on the Microsoft Corp. board of directors.

“Hugh Johnston’s career-long commitment to excellence is reflected in his more than three decades of experience at one of the world’s leading food and beverage corporations,” said Sam Hazen, CEO of HCA Healthcare. “Hugh’s financial, operational and technological experience and expertise will greatly complement HCA Healthcare’s patient-centered focus on the care and improvement of human life. We are pleased to announce his addition to our Board.”

Mr. Johnston holds a B.S. from Syracuse University and an M.B.A. from the University of Chicago.

About HCA Healthcare

Nashville-based HCA Healthcare is one of the nation’s leading providers of healthcare services comprising 187 hospitals and approximately 2,000 ambulatory sites of care, including surgery centers, freestanding ERs, urgent care centers, and physician clinics, in 20 states and the United Kingdom. With its founding in 1968, HCA Healthcare created a new model for hospital care in the United States, using combined resources to strengthen hospitals, deliver patient-focused care and improve the practice of medicine. HCA Healthcare has conducted a number of clinical studies, including one that demonstrated that full-term delivery is healthier than early elective delivery of babies and another that identified a clinical protocol that can reduce bloodstream infections in ICU patients by 44 percent. HCA Healthcare is a learning health system that uses its more than 32 million annual patient encounters to advance science, improve patient care and save lives. Please click here to connect with HCA Healthcare on social media.

All references to“Company,” “HCA” and “HCA Healthcare” as used throughout this document refer to HCA Healthcare, Inc. and its affiliates.