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HCA HEALTHCARE, INC.

(HCA)
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HCA HEALTHCARE, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

07/27/2021 | 08:41am EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On July 27, 2021, HCA Healthcare, Inc. (the "Company") announced that the Board of Directors of the Company (the "Board") has, based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Hugh F. Johnston to the Company's Board effective September 1, 2021, increasing the number of directors on the Board from 9 to 10. Mr. Johnston will serve on the Board's Audit and Compliance Committee and Finance and Investments Committee.

Mr. Johnston was appointed to the Board pursuant to the Company's Amended and Restated Certificate of Incorporation, which provides that a majority of directors on the Board may determine the number of directors which shall constitute the Board and that the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board. There is no arrangement or understanding between Mr. Johnston and any other person pursuant to which Mr. Johnston was selected as a director on the Board, nor is Mr. Johnston a member of the family of any executive officer of the Company or of any other director on the Board. There have been no transactions, proposed or otherwise, in which Mr. Johnston participated or will participate that would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K. Mr. Johnston will participate in the compensation program the Company maintains for its non-management directors, which compensation program was described in the Proxy Statement the Company filed with the Securities and Exchange Commission on March 19, 2021.

A copy of the press release issued by the Company announcing Mr. Johnston's appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
  No.                                    Description

99.1          Press Release, dated July 27, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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

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