Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On December 9, 2020, Pascal Desroches, member of the Board of Directors (the "Board") of DaVita Inc. (the "Company"), notified the Board that he will step down from the Board, as a member and chair of the Audit Committee of the Board (the "Audit Committee") and as a member of the Compensation Committee of the Board due to increased time commitments associated with his pending new position as senior executive vice president and chief financial officer of AT&T Inc. Mr. Desroches' decision to step down is not the result of any disagreement with the Company and will be effective as of December 15, 2020. In connection with the foregoing, the Board approved a reduction in the size of the Board from 10 to 9 members and appointed Shawn M. Guertin, former executive vice president, chief financial officer and chief enterprise risk officer of Aetna, Inc., to serve as the chair of the Audit Committee. Both the reduction in size of the Board and the appointment of Mr. Guertin as chair of the Audit Committee will be effective as of December 15, 2020. Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal


             Year.

On December 10, 2020, the Board approved and adopted amendments (the "Amendments") to the Amended and Restated Bylaws of the Company to, among other things, (i) allow special meetings of the Board to be called on less than 12 hours' notice, (ii) provide the Board and chair of a stockholder meeting with the explicit right to adjourn a stockholder meeting, (iii) add additional advance notice requirements for stockholder proposals and nominations, (iv) provide the chair of a stockholder meeting with the explicit right to regulate conduct at such meeting, (v) outline Board procedures in the event of an emergency, and (vi) outline the procedures for holding a stockholder meeting remotely.

The foregoing is only a summary of the principal features of the Amendments and is qualified in its entirety by reference to the text of the Company's Amended and Restated Bylaws reflecting the Amendments, which is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Item 8.01. Other Events.




On December 10, 2020, the Board terminated all remaining repurchase
authorizations under the Company's existing repurchase authorization that was
approved effective as of the close of business on November 4, 2019 (the "prior
repurchase authorization") and approved a new share repurchase authorization in
the aggregate amount of $2.0 billion (the "new repurchase authorization"). As of
December 10, 2020, the remaining authorization available under the prior
repurchase authorization was approximately $329 million. The new repurchase
authorization does not have an expiration date and does not obligate the Company
to purchase any shares. Under the terms of the new repurchase authorization, the
Company is authorized to make purchases from time to time in the open market or
in privately negotiated transactions, including without limitation, through
accelerated share repurchase transactions, derivative transactions, tender
offers, Rule 10b5-1 plans or any combination of the foregoing, depending upon
market conditions and other considerations. The Company remains subject to
certain share repurchase limitations, including under the terms of the current
senior secured credit facilities and the indentures governing the Company's
senior notes.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws. All such statements in this report,
other than statements of historical fact, are forward-looking statements. Words
such as "expect," "intend," "will," "plan," "anticipate," "believe," "continue,"
and similar expressions are intended to identify forward-looking statements. The
Company bases its forward-looking statements on information available to it on
the date of this report, and undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of changed
circumstances, new information, future events or otherwise, except as may
otherwise be required by law. Actual results and other events could differ
materially from any forward-looking statements due to numerous factors that
involve substantial known and unknown risks and uncertainties. These risks and
uncertainties include, among other things, the risk factors set forth in the
Company's reports on Form 10-K and Form 10-Q and the other risks and
uncertainties discussed in any subsequent reports that the Company files with
the Securities and Exchange Commission from time to time.



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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number       Description
  3.1        Amended and Restated Bylaws of DaVita Inc., adopted on December 10,
             2020
104.0        Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document

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