Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Compensation Changes in Response to COVID-19 Pandemic
OnApril 30, 2020 , the Compensation Committee of the Board of Directors ofHCA Healthcare, Inc. (the "Company") approved an extension throughJune 30, 2020 of the previously announced 30 percent reduction in base salary for the Company's named executive officers and other executive officers.
2020 Stock Incentive Plan for Key Employees of
The Board of Directors of the Company previously approved, subject to stockholder approval, the 2020 Stock Incentive Plan for Key Employees ofHCA Healthcare, Inc. and its Affiliates (the "2020 Stock Incentive Plan"). According to the results from the Company's Annual Meeting of Stockholders held onMay 1, 2020 (as noted in Item 5.07 below), the Company's stockholders approved the 2020 Stock Incentive Plan. A detailed summary of the material terms of the 2020 Stock Incentive Plan appears on pages 33 - 50 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with theSecurities and Exchange Commission onMarch 20, 2020 (the "Proxy Statement"), and is incorporated herein by reference. That summary and the foregoing description of the 2020 Stock Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2020 Stock Incentive Plan, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. OnMay 4, 2020 , the Company filed with theDelaware Secretary of State an amendment to the Company's Amended and Restated Certificate of Incorporation, to be effectiveMay 5, 2020 , providing for the right to call special meetings of stockholders upon written request by holders of record of at least fifteen percent (15%) of the voting power of all outstanding shares of the Company's common stock entitled to vote at such meeting. The Company's Board of Directors has also adopted an amendment to the Company's Second Amended and Restated Bylaws providing for the ability of such stockholders to request special meetings of stockholders, subject to certain conditions set forth therein. Copies of the amendment to the Company's Amended and Restated Certificate of Incorporation, as filed with theDelaware Secretary of State, and the amendment to the Company's Second Amended and Restated Bylaws reflecting these changes are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
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") onMay 1, 2020 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 311,900,869 shares of our common stock, out of a total of 338,468,818 shares of common stock outstanding and entitled to vote, were represented in person or by proxy. Voting results from the Annual Meeting were as follows: -------------------------------------------------------------------------------- 1. The following nine director nominees were elected to the Company's Board of Directors for a one-year term, or until such director's respective successor is duly elected and qualified or such director's earlier death, resignation or removal, as follows: For Against Abstentions Broker Non-Votes Thomas F. Frist III 289,371,483 2,481,653 128,037 19,919,696 Samuel N. Hazen 291,334,012 478,110 169,051 19,919,696 Meg G. Crofton 282,404,853 9,446,816 129,504 19,919,696 Robert J. Dennis 275,168,216 16,679,072 133,885 19,919,696 Nancy-Ann DeParle 290,401,636 1,413,025 166,512 19,919,696 William R. Frist 290,541,715 1,308,653 130,805 19,919,696 Charles O. Holliday, Jr. 281,567,990 10,242,832 170,351 19,919,696 Michael W. Michelson 291,537,386 273,756 170,031 19,919,696 Wayne J. Riley, M.D. 288,736,787 3,113,492 130,894 19,919,696 2. The selection ofErnst & Young LLP as the Company's independent registered public accounting firm for the year endingDecember 31, 2020 was ratified as follows: For Against Abstentions Broker Non-Votes 297,922,737 13,849,448 128,684 0
3. The adoption of a non-binding advisory resolution on the Company's named executive officer compensation as described in the Proxy Statement was approved as follows:
For Against Abstentions Broker Non-Votes 265,846,118 25,940,578 194,477 19,919,696
4. The 2020 Stock Incentive Plan for Key Employees of
For Against Abstentions Broker Non-Votes 278,167,425 13,641,006 172,742 19,919,696
5. The amendment to the Company's amended and restated certificate of incorporation to allow certain stockholders to request special meetings of stockholders was approved as follows:
For Against Abstentions Broker Non-Votes 291,287,131 553,802 140,240 19,919,696
6. The stockholder proposal regarding stockholders' ability to act by written consent as described in the Proxy Statement was not approved as follows:
For Against Abstentions Broker Non-Votes 56,450,547 235,227,185 303,441 19,919,696
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation ofHCA Healthcare, Inc. , as filed with the Secretary ofState of Delaware onMay 4, 2020 with an effective date ofMay 5, 2020 . 3.2 Amendment to the Second Amended and Restated Bylaws ofHCA Healthcare, Inc. effectiveMay 5, 2020 . 10.1 2020 Stock Incentive Plan for Key Employees ofHCA Healthcare, Inc. and its Affiliates (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File No. 333-237967), and incorporated herein by reference). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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