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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On April 21, 2022, the Board of Directors (the "Board") of HCA Healthcare, Inc. (the "Company") approved the 2022-2023 Board of Directors compensation program, effective immediately, pursuant to which each non-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years):



  •   $110,000 annual retainer for service as a Board member;



    •     $15,000 annual retainer for service as a member of the Audit and
          Compliance Committee;



    •     $10,000 annual retainer for service as a member on each of the
          Compensation Committee, Finance and Investments Committee, Nominating and
          Corporate Governance Committee or Patient Safety and Quality of Care
          Committee;



    •     $30,000 annual retainer for service as Chair of the Audit and Compliance
          Committee;



    •     $25,000 annual retainer for service as Chair of each of the Compensation
          Committee, Finance and Investments Committee, Nominating and Corporate
          Governance Committee or Patient Safety and Quality of Care Committee;



  •   $100,000 annual retainer for service as the Chairman of the Board; and



  •   $40,000 annual retainer for service as the independent presiding director.

Directors may elect to receive their annual retainer for service as a Board member or for service as Chairman of the Board or independent presiding director in cash or in the form of restricted share unit awards.

In addition to the director compensation described above, each non-management director will receive an annual board equity award with a value of $190,000, awarded upon joining the Board (prorated for months of service) and at each annual meeting of the stockholders thereafter. These equity grants consist of restricted share units ultimately payable in shares of the Company's common stock and vest as to 100% of the award on the sooner of the date of the Company's next annual stockholders' meeting or the first anniversary of the grant date, subject to the director's continued service on the Board. The restricted share units will also immediately vest upon the occurrence of a Change in Control (as defined in the applicable grant agreement). The directors may elect to defer receipt of shares under the restricted share units granted as part of the annual board equity award and any restricted share units received in lieu of cash retainers until the date they cease to be members of the Board. Directors will also be reimbursed for reasonable expenses incurred in connection with their service. Each non-management director is expected to directly or indirectly acquire a number of shares of the Company's common stock with a value of five times the value of the annual cash retainer for a director's service on the Board of Directors within five years from the date on which they are elected to the Board.

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 April 21, 2022 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 277,692,583 shares of the Company's common stock, out of a total of 302,018,397 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting, were represented in person or by proxy. Voting results from the Annual Meeting were as follows:



1. The following eleven director nominees were elected to the Company's Board
for a one-year term, or until such director's respective successor is duly
elected and qualified or until such director's earlier death, resignation or
removal, as follows:

                           For            Against        Abstentions       Broker Non-Votes
Thomas F. Frist III     253,642,772       6,559,134           264,924             17,225,753
Samuel N. Hazen         259,280,285         902,917           283,628             17,225,753

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Meg G. Crofton               258,858,230        1,340,437        268,163          17,225,753
Robert J. Dennis             249,898,246       10,291,207        277,377          17,225,753
Nancy-Ann DeParle            251,627,914        8,534,651        304,265          17,225,753
William R. Frist             258,221,235        1,966,177        279,418          17,225,753
Charles O. Holliday, Jr.     255,819,302        4,360,487        287,041          17,225,753
Hugh F. Johnston             256,180,758        3,999,426        286,646          17,225,753
Michael W. Michelson         258,470,536        1,709,107        287,187          17,225,753
Wayne J. Riley, M.D.         253,539,204        6,656,071        271,555          17,225,753
Andrea B. Smith              260,025,852          168,769        272,209          17,225,753

2. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 was ratified as follows:



    For        Against     Abstentions   Broker Non-Votes
260,121,176   17,321,321     250,086            0

3. The adoption of a non-binding advisory resolution on the Company's named executive officer compensation as described in the Company's 2022 proxy statement was approved as follows:

For Against Abstentions Broker Non-Votes 245,696,830 14,385,360 384,640 17,225,753

4. The stockholder proposal regarding political spending disclosure as described in the Company's 2022 proxy statement was not approved as follows:

For Against Abstentions Broker Non-Votes 82,293,977 177,407,007 765,846 17,225,753

5. The stockholder proposal regarding lobbying disclosure as described in the Company's 2022 proxy statement was not approved as follows:

For Against Abstentions Broker Non-Votes 58,699,561 200,997,235 770,034 17,225,753

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