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 29, 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. |
Board of Directors Compensation Program
On April 24, 2025, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”) approved the 2025-2026 Board of Directors Compensation Program, effective immediately, pursuant to which each non-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years):
| • | $130,000 annual retainer for service as a Board member; |
| • | $30,000 annual retainer for service as Chair of the Audit and Compliance Committee; |
| • | $25,000 annual retainer for service as Chair of each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; |
| • | $100,000 annual retainer for service as the Chairman of the Board; and |
| • | $50,000 annual retainer for service as the independent presiding director. |
Directors may elect to receive their annual retainer for service as a Board member or for service as Chairman of the Board or independent presiding director in cash or in the form of restricted share unit awards.
In addition to the director compensation described above, each non-management director will receive an annual board equity award with a value of $220,000, awarded upon joining the Board (prorated for months of service) and at each annual meeting of the stockholders thereafter. These equity grants consist of restricted share units ultimately payable in shares of the Company’s common stock and vest as to 100% of the award on the sooner of the date of the Company’s next annual stockholders’ meeting or the first anniversary of the grant date, subject to the director’s continued service on the Board. The restricted share units will also immediately vest upon the occurrence of a Change in Control (as defined in the applicable grant agreement). The directors may elect to defer receipt of shares under the restricted share units granted as part of the annual board equity award and any restricted share units received in lieu of cash retainers until the date they cease to be members of the Board. Directors will also be reimbursed for reasonable expenses incurred in connection with their service. Each non-management director is expected to directly or indirectly acquire a number of shares of the Company’s common stock with a value of five times the value of the annual cash retainer for a director’s service on the Board within five years from the date on which they are elected to the Board.
First Amendment to 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates
The Board previously approved, subject to stockholder approval, the First Amendment (the “First Amendment”) to the 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates (as amended by the First Amendment, the “Amended 2020 Stock Incentive Plan”). At the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on April 24, 2025 (as noted in Item 5.07 below), the Company’s stockholders approved the Amended 2020 Stock Incentive Plan. The First Amendment increases the number of shares of the Company’s common stock that may be issued by 13,150,000 shares and extends the term of the Amended 2020 Stock Incentive Plan to April 24, 2035. A detailed summary of the material terms of the Amended 2020 Stock Incentive Plan is included as part of Proposal 4 in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 14, 2025 (the “Proxy Statement”), and is incorporated herein by reference. That summary and the foregoing description of the Amended 2020 Stock Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment, 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. |
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), providing for the exculpation of officers as permitted by the Delaware General Corporation Law. On April 24, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State, to be effective April 25, 2025. A copy of the Certificate of Amendment, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on April 24, 2025. At the Annual Meeting, a total of 228,105,841 shares of the Company’s common stock, out of a total of 246,203,301 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 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 until such director’s earlier death, resignation or removal, as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||||
Thomas F. Frist III |
203,253,730 | 9,073,785 | 127,446 | 15,650,880 | ||||
Samuel N. Hazen |
209,663,649 | 2,663,393 | 127,919 | 15,650,880 | ||||
Robert J. Dennis |
204,461,734 | 7,739,297 | 253,930 | 15,650,880 | ||||
Nancy-Ann DeParle |
188,280,461 | 23,255,380 | 919,120 | 15,650,880 | ||||
William R. Frist |
208,651,741 | 3,675,503 | 127,717 | 15,650,880 | ||||
Hugh F. Johnston |
196,321,939 | 15,989,478 | 143,544 | 15,650,880 | ||||
Michael W. Michelson |
204,653,775 | 7,666,672 | 134,514 | 15,650,880 | ||||
Wayne J. Riley, M.D. |
201,776,430 | 10,473,407 | 205,124 | 15,650,880 | ||||
Andrea B. Smith |
208,263,391 | 4,056,532 | 135,038 | 15,650,880 |
2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 207,353,356 | 20,631,138 | 121,347 | 0 |
3. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2025 proxy statement was approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 198,712,163 | 13,569,145 | 173,653 | 15,650,880 |
4. The First Amendment to 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 | |||
| 205,907,358 | 6,380,537 | 167,066 | 15,650,880 |
5. The amendment to the Company’s amended and restated certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law was approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 190,215,349 | 22,063,435 | 176,177 | 15,650,880 |
6. The stockholder proposal regarding lavish golden parachutes as described in the Proxy Statement was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 61,554,461 | 150,753,703 | 146,797 | 15,650,880 |
7. The stockholder proposal regarding an amendment to the Patient Safety and Quality of Care Committee charter as described in the Proxy Statement was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 20,409,871 | 190,298,680 | 1,746,410 | 15,650,880 |
8. The stockholder proposal regarding a report on acquisition strategy as described in the Proxy Statement was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
| 25,509,044 | 186,487,003 | 458,914 | 15,650,880 |
| 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 April 24, 2025 with an effective date of April 25, 2025. | |
| 10.1 | First Amendment to 2020 Stock Incentive Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates. | |
| 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: April 29, 2025
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HCA HEALTHCARE, INC.
Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, HCA Healthcare, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
A. The name of the Corporation is HCA Healthcare, Inc.
B. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the text of Article VII in its entirety and inserting the following in lieu thereof:
ARTICLE VII
LIMITATION ON LIABILITY
To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders. Any repeal or modification of this Article VII shall not adversely affect any right or protection of a current or former director or officer of the Corporation existing at the time of such repeal or modification. For purposes of this Article VII, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL as the same exists or may hereafter be amended.
C. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
D. The effective date of the foregoing amendment shall be 12:01 a.m. Eastern Time on April 25, 2025.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its name this 24th day of April 2025.
| HCA HEALTHCARE, INC. | ||
| By: | /s/ John M. Franck II | |
| Name: John M. Franck II | ||
| Title: Vice President – Legal and Corporate Secretary | ||
Exhibit 10.1
FIRST AMENDMENT TO THE
2020 STOCK INCENTIVE PLAN
FOR KEY EMPLOYEES OF
HCA HEALTHCARE, INC. AND ITS AFFILIATES
Effective as of April 24, 2025
WHEREAS, HCA Healthcare, Inc., a Delaware corporation (the “Company”), has previously adopted the Company’s 2020 Stock Incentive Plan For Key Employees of HCA Healthcare, Inc. and its Affiliates (the “Plan”);
WHEREAS, pursuant to Section 10(b) of the Plan, the Company’s Board of Directors desires to amend Section 6(a) of the Plan to increase the maximum number of shares of Common Stock that may be issued pursuant to Grants under the Plan, subject to and effective upon approval of the Company’s stockholders at the 2025 annual meeting of stockholders of the Company.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the Plan.
2. Section 2(j) is deleted in its entirety and replaced with the following:
“Effective Date” means April 24, 2025.
3. The first sentence of Section 6(a) is deleted in its entirety and replaced with the following:
“The aggregate number of Shares authorized for issuance after February 24, 2025 pursuant to Grants under the Prior Plan and this Plan shall be 18,542,144, subject to adjustment as provided for in Sections 8 and 9 (the “Share Reserve”).”
4. Except as expressly stated herein, all other portions of the Plan remain in full force and effect and otherwise unmodified. All references in the Plan to the “Plan” shall mean the Plan as amended hereby.
5. This First Amendment shall become effective on the date it is approved by the Company’s stockholders.