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MarketScreener Homepage  >  Equities  >  Nyse  >  HCA Healthcare, Inc.    HCA

HCA HEALTHCARE, INC.

(HCA)
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HCA HEALTHCARE, INC. : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/06/2020 | 05:19pm EDT

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).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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