Item 2.02. Results of Operations and Financial Condition.
On January 27, 2022, HCA Healthcare, Inc. (the "Company") issued a press release
announcing, among other matters, its results of operations for the fourth
quarter and year ended December 31, 2021, the text of which is set forth as
Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2022, the Company's Board of Directors (the "Board"), based on
the recommendation of the Nominating and Corporate Governance Committee of the
Board, appointed Andrea B. Smith to the Company's Board effective January 26,
2022, increasing the number of directors on the Board from 10 to 11. Ms. Smith
will serve on the Board's Audit and Compliance Committee and Patient Safety and
Quality of Care Committee.
Ms. Smith 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 Ms. Smith and any other person pursuant to
which Ms. Smith was selected as a director on the Board, nor is Ms. Smith 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 Ms. Smith participated or will participate that would be required to be
disclosed herein pursuant to Item 404(a) of Regulation S-K. Ms. Smith 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 Ms. Smith's
appointment to the Board is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 27, 2022, the Company issued a press release announcing, among other
matters, its results of operations for the fourth quarter and year ended
December 31, 2021, the text of which is set forth as Exhibit 99.1.
Item 8.01. Other Events.
On January 27, 2022, the Company announced that its Board of Directors had
authorized an additional share repurchase program for up to $8 billion of the
Company's outstanding common stock. Repurchases will be made in accordance with
applicable securities laws from time to time in the open market, through
privately negotiated transactions, or otherwise.
On January 27, 2022, the Company also announced that its Board of Directors had
declared a quarterly cash dividend of $0.56 per share of the Company's common
stock. The dividend will be paid on March 31, 2022 to stockholders of record at
the close of business on March 17, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 99.1 Press Release, dated January 27, 2022
Exhibit 99.2 Press Release, dated January 26, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
HCA HEALTHCARE, INC. 
