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): October 26, 2022 (October 20, 2022)

HCA HEALTHCARE, INC.

(Exact Name of Registrant as Specified in 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)

(615) 344-9551

(Registrant’s Telephone Number, Including Area Code)

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:

☐ 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, $.01 par value per share	HCA	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2022, the Board of Directors of HCA Healthcare, Inc. (the “Company”) appointed Jon M. Foster as the Executive Vice President and Chief Operating Officer of the Company effective January 1, 2023. Mr. Foster has previously served as President – American Group of the Company since January 2013. Prior to that, Mr. Foster served as President — Southwest Group from February 2011 to January 2013 and as Division President for the Central and West Texas Division from January 2006 to February 2011. Mr. Foster joined the Company in March 2001 as President and CEO of St. David’s HealthCare in Austin, Texas and served in that position until February 2011.

The information required by Item 5.02(c)(2) of Form 8-K regarding Mr. Foster is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on February 18, 2022 and the Company’s Proxy Statement for the Annual Meeting of Stockholders held on April 21, 2022 filed with the SEC on March 11, 2022 and is incorporated herein by reference. Mr. Foster’s compensation as Executive Vice President and Chief Operating Officer has not yet been determined.

A copy of the press release issued by the Company relating to Mr. Foster’s appointment as the Company’s Executive Vice President and Chief Operating Officer is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 25, 2022, the Company issued a press release announcing, among other matters, Mr. Foster’s appointment as the Company’s Executive Vice President and Chief Operating Officer and certain other organizational changes, the text of which is set forth as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated October 25, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: October 26, 2022	HCA HEALTHCARE, INC.
	/s/ John M. Franck II
	John M. Franck II Vice President – Legal and Corporate Secretary

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
INVESTOR CONTACT:	MEDIA CONTACT:
Frank Morgan	Harlow Sumerford
615-344-2688	615-344-1851

HCA HEALTHCARE ANNOUNCES OPERATIONAL REORGANIZATION

NASHVILLE, Tenn., October 25, 2022 – HCA Healthcare, Inc. (NYSE:HCA), one of the nation’s leading healthcare providers, today announced an organizational change that includes the creation of a third operating group.

The change, which will be effective January 1, 2023, is designed to enhance alignment with the company’s strategy, streamline areas that can improve long-term performance, and provide greater focus and better coordination to support the business.

The announcement includes the promotion of Jon Foster, currently President of HCA Healthcare’s American Group, to Executive Vice President & Chief Operating Officer. In this role, Foster will oversee all growth and operational support areas, including Development, Payer Contracting & Alignment, Strategy & Innovation, Service Lines, Ambulatory Surgery Division, Physician and Provider Relations, and the UK Division.

In addition, Mike Marks, currently Vice President Financial Operations Support, will be promoted to Senior Vice President-Finance and report to Foster. He will oversee Parallon, Case Management, and Performance Improvement areas as well as the company’s financial resiliency program.

“Jon and Mike are two of the most seasoned operations executives in the company, and I am confident they will provide tremendous leadership and support to the organization in these important areas,” said Sam Hazen, HCA Healthcare’s Chief Executive Officer. “They will also play an important role in assisting with other strategic initiatives, including the transition into three operations groups.”

The three groups will have five domestic divisions inside each. This change is designed to allow for more focused support for the company’s networks across the enterprise and more speed and agility in decision making and execution. The group presidents will report to Hazen.

Erol Akdamar, currently President of the North Texas Division, will be promoted to President – American Group. He will oversee the Gulf Coast, San Antonio, North Texas, Central West Texas, and Continental divisions. Ronnie Midgett, currently Chief Financial Officer of the North Texas Division, will be promoted to Chief Financial Officer of this group.

Tim McManus, currently President of the Capital Division, will be promoted to President – National Group following the retirement of Chuck Hall which was announced in August. He will oversee the Capital, North Carolina, TriStar, Mountain, and Far West divisions. Russ Young, currently Chief Financial Officer of the East Florida Division, will be promoted to Chief Financial Officer of this group.

Richard Hammett, currently President of the North Florida Division, will be promoted to President – Atlantic Group. He will oversee the newly created hospital group, which includes the West Florida, East Florida, North Florida, South Atlantic, and Mid America divisions. Ricardo Pavon, currently Chief Financial Officer of the National Group, will be Chief Financial Officer of this group.

The announcement also included the following division leadership changes:

● Brian Cook, currently President of the Far West Division, will assume the North Florida Division President role.

● Jackie Van Blaricum, currently Chief Executive Officer at Riverside Community Hospital, will be promoted to Far West Division President.

● Allen Harrison, currently President of the San Antonio Division, will be promoted to North Texas Division President.

● Dan Miller, currently the Chief Executive Officer at Methodist Hospital, will be promoted to San Antonio Division President.

● Chad Christianson, currently Chief Executive Officer at HCA Florida Ocala Hospital, will be promoted to Continental Division President. He replaces Sylvia Young whose plans to retire after a 35-year career with HCA Healthcare were announced locally.

● William Lunn, currently Chief Executive Officer at Chippenham-Johnston Willis Hospital, will be promoted to Capital Division President.

● And, Kristin Dyer, currently Chief Financial Officer of the North Florida Division, will be promoted to North Texas Division Chief Financial Officer.

“HCA Healthcare is fortunate to have incredible talent throughout its executive ranks,” said Hazen. “These people are a testament to this. They have been successful in many different roles over their years with the company, and I have absolutely no doubt that they will accomplish even more in their new roles.”

About HCA Healthcare

Nashville-based HCA Healthcare is one of the nation’s leading providers of healthcare services comprising 182 hospitals and approximately 2,300 ambulatory sites of care, including surgery centers, freestanding ERs, urgent care centers, and physician clinics, in 20 states and the United Kingdom. With its founding in 1968, HCA Healthcare created a new model for hospital care in the United States, using combined resources to strengthen hospitals, deliver patient-focused care and improve the practice of medicine. HCA Healthcare has conducted a number of clinical studies, including one that demonstrated that full-term delivery is healthier than early elective delivery of babies and another that identified a clinical protocol that can reduce bloodstream infections in ICU patients by 44%. HCA Healthcare is a learning health system that uses its more than 35 million annual patient encounters to advance science, improve patient care and save lives. Please click here to connect with HCA Healthcare on social media.

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

XML

Document and Entity Information	Oct. 20, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000860730
Document Type	8-K
Document Period End Date	Oct. 20, 2022
Entity Registrant Name	HCA HEALTHCARE, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-11239
Entity Tax Identification Number	27-3865930
Entity Address, Address Line One	One Park Plaza
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37203
City Area Code	(615)
Local Phone Number	344-9551
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.01 par value per share
Trading Symbol	HCA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false