Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 19, 2021, Shawn Guertin, 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 Nominating and Governance Committee of the
Board (the "Nominating and Governance Committee") due to anticipated increased
time commitments associated with his pending new position as executive vice
president and chief financial officer of CVS Health. Mr. Guertin therefore will
no longer be considered a director nominee for the purposes of the election of
directors at the Company's 2021 Annual Meeting of Stockholders to be held on
June 10, 2021. Mr. Guertin's decision to step down is not the result of any
disagreement with the Company and was effective as of May 19, 2021.
In connection with the foregoing, the Board approved a reduction in the size of
the Board from nine to eight members. Barbara Desoer, member of the Board and
Compliance and Quality Committee of the Board (the "Compliance and Quality
Committee"), and chair of the Compensation Committee of the Board (the
"Compensation Committee"), was appointed to serve as a member of the Audit
Committee and will no longer serve on the Compliance and Quality Committee.
Paula Price, member of the Board, Compliance and Quality Committee and Audit
Committee was appointed to serve as chair of the Audit Committee. John Nehra,
member of the Board, Compensation Committee and Audit Committee, was appointed
to serve on the Nominating and Governance Committee. All of the actions
described in this paragraph were effective as of May 19, 2021. The Board is
engaged in an ongoing process to select one or more new directors.
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