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): November 16, 2016 (November 14, 2016)

HCA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11239	27-3865930
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Park Plaza, Nashville, Tennessee		37203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

(Former name or former address, if changed since last report)

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2016, the Board of Directors of HCA Holdings, Inc. (the “Company”) appointed Samuel N. Hazen as President and Chief Operating Officer of the Company, effective immediately.

Mr. Hazen has served as the Company’s Chief Operating Officer since January 2015. Prior to that time, he served as President — Operations of the Company from February 2011 to January 2015. Mr. Hazen served as President — Western Group from July 2001 to February 2011 and as Chief Financial Officer — Western Group of the Company from August 1995 to July 2001. Mr. Hazen served as Chief Financial Officer — North Texas Division of the Company from February 1994 to July 1995. Prior to that time, Mr. Hazen served in various hospital and regional Chief Financial Officer positions with Humana Inc. and Galen Health Care, Inc.

The information required by Item 5.02(c)(2) of Form 8-K regarding Mr. Hazen is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2016 and the Company’s Proxy Statement for the Annual Meeting of Stockholders held on April 28, 2016 filed with the SEC on March 17, 2016 and is incorporated herein by reference. Mr. Hazen’s compensation as President and Chief Operating Officer has not yet been determined.

A copy of the press release issued by the Company relating to Mr. Hazen’s appointment as the Company’s President and Chief Operating Officer is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1 Press Release, dated November 16, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HCA HOLDINGS, INC.

/s/ John M. Franck II

John M. Franck II

Vice President – Legal and Corporate Secretary

Date: November 16, 2016

EXHIBIT INDEX

Exhibit 99.1 Press Release, dated November 16, 2016.

EX-99.1

Exhibit 99.1

news

FOR IMMEDIATE RELEASE

Investor Contact: Mark Kimbrough (615) 344-2688 Media Contact: Ed Fishbough (615) 344-2810

HCA ANNOUNCES PROMOTION OF SAM HAZEN

TO PRESIDENT AND CHIEF OPERATING OFFICER

NASHVILLE, Tenn., November 16, 2016 – HCA (NYSE:HCA) announced today that Samuel N. Hazen, the company’s chief operating officer, has been promoted to president and chief operating officer, effective immediately. A 33-year veteran of the nation’s largest investor-owned healthcare provider, Hazen has served as COO since January 2015. In this role, he oversees operations for the company’s 170 hospitals, 118 ambulatory surgery centers, and numerous outpatient facilities and physician practices across 42 domestic markets and the United Kingdom.

Milton Johnson, HCA’s chairman and CEO, said, “Sam is a seasoned leader who has grown both in knowledge and expertise through a series of senior roles spanning more than three decades at HCA. With his intense focus and deep knowledge of HCA’s markets, I am confident in Sam’s ability to continue to lead the execution of our robust operations agenda.”

Hazen has served in various senior positions for HCA. Prior to his COO role, he was president of operations, and from 2001-2011 was president of HCA’s Western Group, which included all operations west of the Mississippi River and represented approximately one-half of the company’s revenue.

Hazen served as chief financial officer for the Western Group from 1995-2001. Prior to 1995, he was chief financial officer for two different divisions in the company, overseeing operations in North Texas and several other markets. He began his career in Humana’s Financial Management Specialist Program in 1983 and held chief financial officer positions at hospitals in Georgia and Las Vegas.

Hazen earned his bachelor’s degree in finance from the University of Kentucky in 1982 and his master’s degree in business administration from the University of Nevada, Las Vegas in 1988. He and his wife, Glenna, live in Nashville and have two sons.

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All references to “Company” and “HCA” as used throughout this release refer to HCA Holdings, Inc. and its affiliates.