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): May 4, 2021 (
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
In order to support the health and well-being of HCA Healthcare, Inc.’s (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 April 28, 2021 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 308,314,735 shares of our common stock, out of a total of 336,936,865 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 |
285,519,060 | 6,020,841 | 630,805 | 16,144,029 | ||||||||||||
Samuel N. Hazen |
290,889,075 | 651,378 | 630,253 | 16,144,029 | ||||||||||||
Meg G. Crofton |
290,867,743 | 665,357 | 637,606 | 16,144,029 | ||||||||||||
Robert J. Dennis |
286,178,869 | 5,349,768 | 642,069 | 16,144,029 | ||||||||||||
Nancy-Ann DeParle |
284,708,899 | 6,825,150 | 636,657 | 16,144,029 | ||||||||||||
William R. Frist |
290,180,394 | 1,336,162 | 654,150 | 16,144,029 | ||||||||||||
Charles O. Holliday, Jr. |
269,231,973 | 21,611,847 | 1,326,886 | 16,144,029 | ||||||||||||
Michael W. Michelson |
290,108,255 | 1,400,530 | 661,921 | 16,144,029 | ||||||||||||
Wayne J. Riley, M.D. |
286,377,487 | 5,157,310 | 635,909 | 16,144,029 |
2. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
289,047,637 |
18,646,258 | 620,840 | 0 |
3. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2021 proxy statement was approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
280,813,046 |
10,403,853 | 953,807 | 16,144,029 |
4. The stockholder proposal regarding stockholders’ ability to act by written consent as described in the Company’s 2021 proxy statement was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
65,388,322 | 225,643,421 | 1,138,963 | 16,144,029 |
5. The stockholder proposal requesting a report on the feasibility of increasing the impact of quality metrics on executive compensation as described in the Company’s 2021 proxy statement was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
28,463,199 | 261,741,413 | 1,966,094 | 16,144,029 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |
Exhibit 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: May 4, 2021