HCA Healthcare (HCA) 8-KDeparture of Directors or Certain Officers

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 21, 2023 (April 19, 2023)

HCA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

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):

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

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.  ☐

The Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”) previously approved, subject to stockholder approval, the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan (the “2023 Employee Stock Purchase Plan”). According to the results from the Company’s Annual Meeting of Stockholders held on April 19, 2023 (as noted in Item 5.07 below), the Company’s stockholders approved the 2023 Employee Stock Purchase Plan. A detailed summary of the material terms of the 2023 Employee Stock Purchase Plan appears on pages 40 – 43 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 10, 2023 (the “Proxy Statement”), and is incorporated herein by reference. That summary and the foregoing description of the 2023 Employee Stock Purchase Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the 2023 Employee Stock Purchase Plan, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 19, 2023 in a virtual meeting format only, via webcast. At the Annual Meeting, a total of 258,296,768 shares of the Company’s common stock, out of a total of 277,254,591 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting, were represented in person or by proxy. Voting results from the Annual Meeting were as follows:

1. The following ten 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 until such director’s earlier death, resignation or removal, as follows:

2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified as follows:

3. The HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan was approved as follows:

4. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2023 proxy statement was approved as follows:

5. The stockholder proposal regarding political spending disclosure as described in the Company’s 2023 proxy statement was not approved as follows:

6. The stockholder proposal regarding an amendment to the Patient Safety and Quality of Care Committee charter as described in the Company’s 2023 proxy statement was not approved as follows:

(d) Exhibits:

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: April 21, 2023