8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 8, 2024 (May 7, 2024)

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15925

13-3893191

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer
Identification No.)

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 465-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

CYH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

Community Health Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2024. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described more fully in the Company’s Proxy Statement for the Annual Meeting. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:

(1) The stockholders elected each of the following persons as directors of the Company for terms that expire at the 2025 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:


Name	For		Against		Abstain		Broker Non-Votes
(a) Susan W. Brooks		82,623,811		5,344,738		335,118		19,880,576
(b) Gen. Ronald L. Burgess, Jr.		87,239,961		728,829		334,877		19,880,576
(c) John A. Clerico		86,732,268		1,205,641		365,758		19,880,576
(d) Michael Dinkins		87,226,833		742,723		334,111		19,880,576
(e) James S. Ely III		86,962,383		1,124,497		216,787		19,880,576
(f) John A. Fry		77,891,952		10,195,216		216,499		19,880,576
(g) Joseph A. Hastings, D.M.D.		83,481,863		4,593,098		228,706		19,880,576
(h) Tim L. Hingtgen		87,114,184		1,046,479		143,004		19,880,576
(i) Elizabeth T. Hirsch		87,220,184		749,354		334,129		19,880,576
(j) William Norris Jennings, M.D.		83,401,489		4,687,290		214,888		19,880,576
(k) K. Ranga Krishnan, MBBS		83,576,362		4,368,416		358,889		19,880,576
(l) Fawn D. Lopez		87,761,682		327,409		214,576		19,880,576
(m) Wayne T. Smith		83,978,683		3,910,115		414,869		19,880,576
(n) H. James Williams, Ph.D.		87,128,096		692,819		482,752		19,880,576

(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:


For	Against	Abstain	Broker Non-Votes
85,372,087	2,764,296	167,284	19,880,576

(3) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:


For	Against	Abstain	Broker Non-Votes
104,149,732	2,671,709	1,362,802	n/a

Item 8.01.

Other Events.

On May 7, 2024, the Company issued a press release announcing the election of Fawn D. Lopez as a new member of the Company’s Board of Directors, as noted above. A copy of the press release is filed as Exhibit 99.1 to the Current Report on Form 8-K.

Item 9.01.

Financial Statements & Exhibits

(d)

Exhibits


Exhibit Number		Description

99.1		Community Health Systems, Inc. Press Release, dated May 7, 2024.

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


Date: May 8, 2024	COMMUNITY HEALTH SYSTEMS, INC
	(Registrant)

	By:	/s/ Tim L. Hingtgen
		Tim L. Hingtgen
		Chief Executive Officer (principal executive officer)