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): April 28, 2017 (April 27, 2017)
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) |
Registrants 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2017, the Board of Directors (the Board) of HCA Holdings, Inc. (the Company) approved a revised 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):
| $100,000 annual retainer for service as a Board member; |
| $35,000 annual retainer for service as the non-management and independent presiding director; |
| $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; |
| $20,000 annual retainer for service as Chair of the Compensation Committee; and |
| $17,500 annual retainer for service as Chair of each of the Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee. |
In addition to the director compensation described above, each non-management director will receive an annual board equity award with a value of $175,000, 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 Companys common stock and vest as to 100% of the award on the sooner of the date of the Companys next annual stockholders meeting or the first anniversary of the grant date, subject to the directors 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. Directors will also be reimbursed for their 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 Companys common stock with a value of five times the value of the annual cash retainer for a directors service on the Board within three years from the date on which they are elected to the Board.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 28, 2017, the Company filed with the Delaware Secretary of State an amendment to the Companys Amended and Restated Certificate of Incorporation, to be effective May 8, 2017, changing the Companys name to HCA Healthcare, Inc. The Companys Board of Directors has also adopted an amendment to the Companys Amended and Restated Bylaws reflecting the name change, to be effective May 8, 2017. Copies of the amendment to the Companys Amended and Restated Certificate of Incorporation effecting the name change, as filed with the Delaware Secretary of State, and the amendment to the Companys Amended and Restated Bylaws reflecting the name change 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. |
At the Companys Annual Meeting of Stockholders (the Annual Meeting) held on April 27, 2017 at the Companys corporate headquarters in Nashville, Tennessee, a total of 322,790,341 shares of our common stock, out of a total of 370,440,793 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. Voting results from the Annual Meeting were as follows:
1. The following 11 director nominees were elected to the Companys Board of Directors for a one-year term as follows:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||
R. Milton Johnson |
303,553,107 | 7,061,565 | 2,038,848 | 10,136,821 | ||||||||||||
Robert J. Dennis |
276,260,966 | 36,174,201 | 218,353 | 10,136,821 | ||||||||||||
Nancy-Ann DeParle |
311,232,486 | 1,202,746 | 218,288 | 10,136,821 | ||||||||||||
Thomas F. Frist III |
310,866,035 | 1,600,808 | 186,677 | 10,136,821 | ||||||||||||
William R. Frist |
311,238,408 | 1,227,333 | 187,779 | 10,136,821 | ||||||||||||
Charles O. Holliday, Jr. |
311,208,238 | 1,226,563 | 218,719 | 10,136,821 | ||||||||||||
Ann H. Lamont |
309,162,152 | 3,272,295 | 219,073 | 10,136,821 | ||||||||||||
Jay O. Light |
308,860,514 | 3,573,986 | 219,020 | 10,136,821 | ||||||||||||
Geoffrey G. Meyers |
311,058,093 | 1,376,438 | 218,989 | 10,136,821 | ||||||||||||
Wayne J. Riley, M.D. |
311,205,765 | 1,230,474 | 217,281 | 10,136,821 | ||||||||||||
John W. Rowe, M.D. |
309,195,195 | 3,240,987 | 217,338 | 10,136,821 |
2. The selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017 was ratified as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
320,164,377 |
2,422,907 | 203,057 | 0 |
3. The adoption of a non-binding advisory resolution on the Companys named executive officer compensation as described in the 2017 proxy statement was approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
295,299,898 |
16,858,961 | 494,661 | 10,136,821 |
4. The amendment to the Companys amended and restated certificate of incorporation to allow certain stockholders to request special meetings of stockholders as described in the 2017 proxy statement did not receive affirmative votes from the holders of at least seventy-five percent (75%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting that was required to be approved and, therefore, was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
267,559,664 |
42,188,975 | 2,904,881 | 10,136,821 |
5. The stockholder proposal regarding special shareowner meetings as described in the 2017 proxy statement was not approved as follows:
For |
Against |
Abstentions |
Broker Non-Votes | |||
101,912,357 |
207,378,545 | 3,362,618 | 10,136,821 |
Item 8.01. | Other Events. |
Following the Companys name change referenced in Item 5.03 above, the Companys CUSIP number will remain the same, and the Companys common stock, par value $0.01 per share, will continue to trade on the New York Stock Exchange under the trading symbol HCA.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |
3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of HCA Holdings, Inc., as filed with the Secretary of State of Delaware on April 28, 2017, with an effective date of May 8, 2017. | |
3.2 | Amendment to the Amended and Restated Bylaws of HCA Holdings, Inc. effective May 8, 2017. |
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. | ||
(Registrant) | ||
By: | /s/ John M. Franck II | |
John M. Franck II | ||
Vice President Legal and Corporate Secretary |
Date: April 28, 2017
EXHIBIT INDEX
Exhibit No. |
Description | |
3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of HCA Holdings, Inc., as filed with the Secretary of State of Delaware on April 28, 2017, with an effective date of May 8, 2017. | |
3.2 | Amendment to the Amended and Restated Bylaws of HCA Holdings, Inc. effective May 8, 2017. |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HCA HOLDINGS, INC.
Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the DGCL), the undersigned corporation does hereby certify as follows and adopts the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation:
1. | The name of the corporation is HCA Holdings, Inc. (the Corporation). |
2. | The text of the amendment adopted is: |
Article 1 of the Corporations Amended and Restated Certificate of Incorporation is hereby amended to read, in its entirety, as follows:
The name of the Corporation is HCA Healthcare, Inc. (hereinafter, the Corporation).
3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242(b)(1) of the DGCL, which provide that no meeting or vote of stockholders shall be required to adopt an amendment to the certificate of incorporation that effects only changes to a corporations name. |
4. | This Amendment to the Amended and Restated Certificate of Incorporation shall be effective at 12:01 a.m. Eastern Time on May 8, 2017. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name on April 28, 2017.
HCA HOLDINGS, INC. | ||
By: | /s/ John M. Franck II | |
Name: | John M. Franck II | |
Title: | Vice President Legal and Corporate Secretary |
Exhibit 3.2
AMENDMENT
TO THE
AMENDED AND RESTATED BYLAWS
OF
HCA HOLDINGS, INC.
A Delaware Corporation
1. The Amended and Restated Bylaws (the Bylaws) of HCA Holdings, Inc., a Delaware corporation (the Company), are hereby amended by replacing all references in the Bylaws to HCA Holdings, Inc. with the phrase HCA Healthcare, Inc.
2. This Amendment shall be effective as of May 8, 2017.