UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant ☐

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☐  Preliminary Proxy Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑  Definitive Proxy Statement

☐  Definitive Additional Materials

☐  Soliciting Material Under §240.14a-12§240.14a-12

COMMUNITY HEALTH SYSTEMS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2021 Annual Meeting of Stockholders and Proxy Statement CHS Community Health Systems We help people get well and live healthier by providing safe,quality healthcare, building enduring relationships with our patients,and providing value for the people and communities we serve. To be held virtually:Tuesday, May 11, 2021 8:00 a.m. (Central Daylight Time)www.virtualshareholdermeeting.com/CYH2021

		April 5, 2018     1, 2021

DEAR FELLOW STOCKHOLDERS,

I amWe are pleased to announce the Community Health Systems, Inc. 20182021 Annual Meeting. The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be considered and voted on during that meeting. IWe encourage you to read the Proxy Statement carefully for more information.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan on attending the meeting, the Company would appreciate your efforts to vote your shares. Additional information on this process can be found in the Proxy Statement.

IWe do not believe that communication begins and ends with the Annual Meeting. We appreciate the dialogue we have with our stockholders and look forward to a continuing this dialogue with our stockholders in the future. Thank you for your investment in Community Health Systems, Inc. and your support.

Sincerely,

Wayne T. Smith

Executive Chairman and of the Board of Directors

Tim L. Hingtgen

Chief Executive Officer

COMMUNITY HEALTH SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 15, 201811, 2021

8:00 a.m. (Central Time)

Franklin Marriott Cool Springs, 700 Cool Springs Blvd., Franklin, Tennessee 37067www.virtualshareholdermeeting.com/CYH2021

The Annual Meeting of Stockholders of Community Health Systems, Inc. (the “Annual Meeting”) will be held on Tuesday, May 15, 201811, 2021 at 8:00 a.m. (Central Time) at Franklin Marriott Cool Springs, 700 Cool Springs Blvd.. In light of the continuing uncertainty surrounding the COVID-19 pandemic, for the safety of all of our stockholders and personnel, the Annual Meeting will be held in a virtual format only, via live webcast. You will be able to attend and participate in the virtual Annual Meeting online by visiting www.virtualshareholdermeeting.com/CYH2021 and entering the control number included in your Notice of Availability of Proxy Materials or on your proxy card. Additionally, if you hold your shares in “street name” (that is, if you hold your shares through a broker, bank, trustee or other nominee), Franklin, Tennessee 37067, to consideryour control number may be included on your voting instruction form (VIF), and actyou may otherwise contact your broker, bank, trustee or other nominee if you have questions about obtaining such control number.

The Annual Meeting will be held for the purpose of considering and acting upon the following matters:

The close of business on March 19, 2018,15, 2021, has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

YOU ARE REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, TO VOTE OVERVIA THE INTERNET OR BY TELEPHONE, OR COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED. IF YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER NOMINEE, YOU MAY VOTE YOUR SHARES BY THE METHODS SPECIFIED ON THE VOTING INSTRUCTION FORM THAT THEY PROVIDE. WE ENCOURAGE YOU TO VOTE YOUR SHARES AS SOON AS POSSIBLE.

By Order of the Board of Directors,

Christopher G. Cobb

Vice PresidentPresident-Legal and Corporate Secretary

Franklin, Tennessee

April 5, 20181, 2021

ANNUAL MEETING OF STOCKHOLDERS OF

COMMUNITY HEALTH SYSTEMS, INC.

PROXY STATEMENT

Table of Contents

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. All statements in this Proxy Statement other than statements of historical fact, including statements regarding projections, expected operating results, and other events that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks,” and similar expressions, are forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and may be beyond the control of the Company. Accordingly, the Company cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements. A number of factors could affect the future results of the Company or the healthcare industry generally and could cause the Company’s expected results to differ materially from those expressed in this Proxy Statement. These factors including, without limitation, the risks and uncertainties disclosed in our public filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2017,2020, filed with the SEC on February 28, 2018.18, 2021. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

SUMMARY

This summary highlights information about Community Health Systems, Inc. (the “Company”, “we”, “our”, or “us”) and certain information contained elsewhere in this Proxy Statement. Our stockholders will be asked to consider and vote on the matters listed below at our 20182021 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In addition, for more complete information about the Company’s business and details about the Company’s 20172020 performance highlights and the financial measures mentioned in this Proxy Statement, please review the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2018.18, 2021.

20172020 FINANCIAL PERFORMANCE HIGHLIGHTS

During 2017, we executed onThe Company’s financial performance in 2020 was strong, despite many challenges faced during the COVID-19 pandemic. We attribute our results to a number of changesfactors, including: 1) we implemented a dual track operating strategy in which we prioritized care for COVID-19 patients while also rapidly restoring and maintaining other essential health services; 2) we continuously monitored and adjusted operational activities to ensure effective cost management, and 3) we ensured the necessary support and resources for our business, with a focus on improvingmedical staffs and employees who have been providing continuous patient care. We also benefited from government stimulus measures intended to support the hospital industry during the pandemic. Finally, we continue to realize the benefits of long-term Company investments across our overall performance and efficiency. To that end, the Company made progress across strategic initiatives, such as improving ourimperatives, which are designed to improve patient safety and quality, reinforcingadvance operational excellence, connect patients to the care they need, and advance our competitive position in corethe markets enhancingwhere we operate.

In 2020, while managing developments related to the pandemic, we also continued to successfully execute our patient connectedness,most important priorities and investingstrategies, and many of these initiatives further augmented our financial results. In this regard, during the year, we further expanded our telehealth and transfer center capabilities, further built out our Accountable Care Organizations, continued to execute our strategic margin improvement program, and continued to invest capital strategically.

The Company’s portfolio rationalization program has been a key initiative over the past few years, and at the end of 2020, we concluded our formal divestiture program. Divestiture proceeds have been used for debt reduction along with strategic capital investments in our operational efficiency. A few examples of progress in these areas include our continued reduction in our Serious Safety Event Rate (SSER), investment in new patient access points, service line enhancements, and other growth initiatives across the Company’s stronger core portfolio. Additionally, due to a number of capital market transactions, the Company has substantially improved its capital structure, lowered financial leverage, extended maturities and reduced annual cash interest expense.

In terms of our financial results, our net operating revenues decreased in 2020 compared to 2019, which reflected the impact of divestitures completed as well as the negative impact on patient transfervolumes due to the pandemic. However, the Company delivered improvements across several key metrics in 2020, including Adjusted EBITDA and access program, and streamlining our corporate divisional structure.Adjusted EBITDA margin. We believe this focus and investmentthat the execution of our strategies as noted above has strengthened the Company and positively impacted our results during 2020. We see additional opportunities ahead and believe these strategies have positioned us for improvedthe Company to further improve our future performance going forward.in a manner that enhances long-term stockholder value.

Our consolidated performance results during 2020 and 2019 are reflected in the chart below.

Performance Results  For the Years Ended December 31, 2020 and 2019  (dollars in millions, except per share and stock price amounts)
Key Metrics		2020 Results		2019 Results		% Increase/ (Decrease)
Net Operating Revenues		$11,789		$13,210		(10.8)%
Net income (loss) attributable to Community Health Systems Inc. stockholders		$511		$(675)		175.7%
Net income (loss) attributable to Community Health Systems Inc. stockholders as a % of net operating revenues		4.3%		(5.1)%
Adjusted EBITDA (1)		$1,809		$1,628		11.1%
Adjusted EBITDA as a % of net operating revenues (1)		15.3%		12.3%
Cash Flows from Operations		$2,178		$385		465.7%
Earnings (loss) per Diluted Share, as reported		$4.39		$(5.93)		174.0%
Earnings (loss) per Diluted Share, excluding Adjustments (1)		$0.45		$(0.89)		150.6%
Stock Price as of December 31		$7.43		$2.90		156.2%
(1) Adjusted EBITDA and Earnings (loss) per Diluted Share, excluding Adjustments, are non-GAAP financial measures. For a definition of these non-GAAP financial measures and why we believe these non-GAAP financial measures present useful information to investors, as well as a reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, see Annex A.

BOARD OF DIRECTORS NOMINEES

Upon(1) Earnings (loss) per diluted share, as adjusted, reflects our reported earnings (loss) attributable to Community Health Systems, Inc. common stockholders per diluted share for the recommendationperiods presented adjusted for certain items as reflected on Annex A. Adjusted EBITDA is EBITDA (which is a non-GAAP financial measure that consists of our Governancenet (loss) income attributable to Community Health Systems, Inc. before interest, income taxes and Nominating Committee, our Boarddepreciation and amortization) adjusted for certain items as reflected on Annex A. For a definition and reconciliation of Directors has nominated ten (10) people for election at this Annual MeetingAdjusted EBITDA and Earnings (loss) per Diluted Share excluding adjustments, to hold office until the next annual meetingmost comparable GAAP measures, and the election of their successors. A more detailed biography of each director can be found on pages 18why we believe these non-GAAP financial measures present useful information to 23 of the Proxy Statement.investors, see Annex A.

BOARD OF DIRECTORS NOMINEES

Upon the recommendation of our Governance and Nominating Committee, our Board of Directors has nominated eleven (11) people for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. A more detailed biography of each director can be found on pages 20 to 25 of the Proxy Statement.

* Committee Chair

CORPORATE GOVERNANCE HIGHLIGHTS

STOCKHOLDER ENGAGEMENT

STOCKHOLDER ENGAGEMENT

We value our stockholders’ perspective on our business and each year we interact with stockholders through a variety of stockholder engagement activities. During 2020, in-person meetings largely shifted to virtual formats due to the COVID-19 pandemic. As a result, our key stockholder engagement activities included in-person or virtual attendance at four investor conferences, two large group investor and prospective investor virtual meetings, and our virtual 2020 Annual Meeting of Stockholders. Our Investor Relations department is the contact point for stockholder interaction with the Company. Stockholders may also access investor information about the Company through our website www.chs.net/investor-relations. For questions concerning Investor Relations, you may call (615) 465-7000 or email us from the Contact Us section on our website (www.chs.net/contact-us/).

ALIGNING PAY AND PERFORMANCE

20172020 Executive Compensation

At our 20172020 Annual Meeting of Stockholders, approximately 95%97% of the votes cast by our stockholders, excluding broker non-votes, were voted in favor of the Company’s advisory Say-on-Pay proposal with respect to the compensation of our Named Executive Officersnamed executive officers as described in our 20172020 Proxy Statement. As our Compensation Committee has continued to review our compensation practices, it is mindful of the level of support received from our stockholders with respect to this Say-on-Pay proposal.

DespiteAs a leader in the progress made in some areas,hospital sector of the healthcare industry, one of the nation’s largest and most dynamic industries, the Company did not meet several ofmust ensure that it attracts and retains the leadership and managerial talent needed to sustain its financial expectationsposition in 2017, as initially set forththis rapidly changing industry. To remain competitive in the Company’s financial, capital and business markets, the Company views improving earnings release issuedand profitability as well as achieving growth as paramount objectives of the Company’s strategy. We believe these strategic objectives are fundamental points of alignment between stockholder value and the compensation of executive management.

In April 2020, in February 2017.response to the onset of the COVID-19 pandemic, Wayne Smith, our Chief Executive Officer at such time, voluntarily agreed to a 25% reduction in his base salary for the remainder of 2020, and each of our other named executive officers voluntarily agreed to a 10% reduction in their base salaries for the remainder of 2020. Each of our non-management directors also voluntarily agreed to a 25% reduction in their annual cash stipend for 2020. These compensation reductions enabled the Company to make a donation to the CHS Cares Fund, a non-profit charitable fund administered by The Community Foundation of Middle Tennessee, whose sole purpose is to provide financial assistance to employees of the Company’s affiliated entities who have experienced hardship due to events beyond their control, including the COVID-19 pandemic.

We achieved or exceeded several of our primary financial targets in 2020 and made progress on other key objectives intended to position the Company for future growth, while also assisting our affiliated hospitals in managing challenges related to the COVID-19 pandemic. Consistent with the Company’s pay-for-performance philosophy, thisthe Company’s performance in 2020 resulted in the annualgreater levels of short-term cash incentive compensation and total compensationbeing paid to our named executive officers for 2017 being significantly less than the target cashin 2019. Our long-term incentive award and target total(“LTI”) mix further aligns our executive compensation that could have been earned if the Company had achieved all of its financial goals. In addition, as a resultprogram with stockholder interests by virtue of the fact that from 2014 through 2017,75% of the CompanyLTI awards granted itsto each of our named executive officers approximatelyduring 2020 was in the same numberform of performance-based restricted shares each year (absent any changestock or stock options, which will result in responsibility, competitive positioning as comparedvalue to the peers, etc.),named executive officers only to the grant date fairextent the Company achieves its long-term performance goals

and/or our stock price increases in the future. Moreover, the value of equity incentivethe Company’s target LTI awards madeagain remained below the 25th percentile of our peer group in 2020.

In addition, with respect to the performance-based restricted stock awards granted to our named executive officers in 2017 was greatly reduced as compared toMarch 2018, which vested based on the grant date fair valueCompany’s three-year cumulative financial results during the 2018 – 2020 performance period, the Company’s performance exceeded 120% of the target for both of the three-year performance objectives (set in February 2018) underlying these awards. As a result, these performance-based restricted stock awards made in 2015 and 2016 duewere earned at 200% of the target number of shares originally granted to the decline in our stock price since 2015.each award recipient.

We are committed to a continuing dialogue between stockholders and the Company to fully understand and consider stockholder concernsperspectives on executive compensation and other topics that are important to our stockholders. In this regard, following the resultsDuring 2020, we met or consulted with stockholders that collectively held over 60% of the advisory voteour shares to discuss topics that are important to our stockholders, including soliciting feedback on our Say-on-Pay proposal at our 2016 Annual Meeting, we undertook a thorough re-evaluation ofcorporate governance matters and our executive compensation program. As a result of that evaluation, our Compensation Committee and management, in consultation with Mercer, proposed several changes to our executive compensation program for 2017. We consulted with stockholders that held a majority of our shares outstanding at that time and solicited their feedback on our existing executive compensation program as well as the proposed changes.

Our Compensation Committee consideredconsiders the feedback and suggestions we receivedreceive in light of both market best practices and what we believed wasbelieve to be necessary to execute a best-in-class compensation program that successfully addresses our senior executive talent attraction and retention needs. After considering all of these factors, our Compensation Committee made several changes to our executive compensation program for 2017. For 2017, the total target cash incentive compensation bonus opportunity for each of our named executive officers was reduced to provide for a lower incentive compensation bonus opportunity for fully achieving the Company’s target financial goals. The Compensation Committee also revised the long-term incentive methodology for our named executive officers to provide for three-year, rather than one-year, performance targets. In addition, our Chief Executive Officer and former Chief Financial Officer (who retired in May 2017) did not receive any increase in their base salary for 2016 or 2017.

Going forward, we will continue to evaluate our executive compensation program in light of stockholder feedback, governance best practices, regulatory requirements, economic and industry factors, current trends in public company pay practices, and competitive considerations. We intend to continue to make changes, as applicable, that both ensure the alignment between the interests of our stockholders and our executives and reflect industry-leading executive compensation programs.

KEY FEATURES OF OUR COMPENSATION SYSTEM

20172020 COMPENSATION PROGRAM

The Company’s executive compensation philosophy is to develop and utilize a combination of compensation elements that reward current period performance, continued service, and attainment of future goals, and is designed to encourage the retention of executive talent. The key elements of executive compensation are linked either directly or indirectly to enhancing stockholder value. Attainment of annual incentive compensation requires achievement of targets with challenging thresholds and incentive compensation for above-target performance is capped. The Company continues to develop its compensation policies, programs, and disclosures to provide transparency and accountability to all of its stakeholders.

ROAD MAP OF VOTING ITEMS

ANNUAL MEETING OF STOCKHOLDERS

OF

COMMUNITY HEALTH SYSTEMS, INC.

4000 Meridian Boulevard

Franklin, Tennessee 37067

PROXY STATEMENT

April 5, 20181, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 15, 2018:11, 2021: THIS PROXY STATEMENT, THE FORM OF PROXY CARD AND THE 20172020 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.CHS.NET. ADDITIONALLY, AND IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION (“SEC”) RULES, YOU MAY ACCESS OUR PROXY MATERIALS AT WWW.PROXYVOTE.COM

INTRODUCTION

Solicitation

This Proxy Statement and the form of proxy card of Community Health Systems, Inc. (the “Company”) are being mailed or made available to stockholders beginning on or about April 5, 2018.1, 2021. The Board of Directors of the Company (the “Board” or the “Board of Directors”) is soliciting your proxy to vote your shares at the Company’s 20182021 Annual Meeting of Stockholders (the “Meeting”). The Board is soliciting your proxy to give all stockholders the opportunity to vote on matters that will be presented at the Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

For simplicity of presentation throughout this Proxy Statement, we refer to employees of our indirect subsidiaries as “employees of the Company,” “our employees” or similar language. Notwithstanding this presentation style, the Company itself does not have any employees. Similarly, the healthcare operations and businesses described in this Proxy Statement are owned and operated and management services provided by distinct and indirect subsidiaries of the Company.

When and where will the Meeting be held?

The Meeting will be held on Tuesday, May 15, 201811, 2021 at 8:00 a.m. (Central Daylight Time). In light of the ongoing COVID-19 pandemic, the Meeting will be held in a virtual format only, via live webcast. Stockholders and holders of shares in “street name” (that is, if you hold your shares through a broker, bank, trustee or other nominee) will be able to attend and participate in the virtual Meeting online by visiting the web portal (www.virtualshareholdermeeting.com/CYH2021) and entering the 16-digit control number included in your Notice of Availability of Proxy Materials or on your proxy card. Additionally, if you hold your shares in “street name,” your 16-digit control number may be included on your voting instruction form (VIF), and you may otherwise contact your broker, bank, trustee or other nominee if you have questions about obtaining such control number. Online access will begin 15 minutes before the start of the Meeting (i.e., 7:45 a.m. (Central Daylight Time)), and we encourage you to access the Meeting prior to the start time. As always, we encourage you to vote your shares prior to the Meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page on the web portal listed above.

How will management address questions during the virtual Meeting?

Management intends to answer questions (as further detailed below) as time allows during the Meeting. Stockholders who wish to submit a question to the Company for the Meeting may do so in the field provided in the web portal after accessing such web portal (www.virtualshareholdermeeting.com/CYH2021) in connection with participating in the Meeting. To allow management to address questions from as many stockholders as possible in the time allowed, each stockholder will be limited to one question. Questions should be succinct and cover only one topic. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and addressed together. The Company will not address any questions that, among other things:

If a stockholder’s question is not addressed at the Meeting, the stockholder may contact the Company’s Investor Relations department at (615) 465-7000 or via email from the Contact Us section on the Company’s internet website (www.chs.net/contact-us/).

Why did I receive aone-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to SEC rules and in order to help reduce the environmental impact and cost to the Company associated with the printing and mailing of proxy materials, the Company has elected to provide access to our proxy materials overvia the internet. Accordingly, we are sending to many of our stockholders a Notice of Internet Availability of Proxy Materials (a “Notice”) instead of sending a paper copy of the proxy materials. All stockholders receiving a Notice will have the ability to access the proxy materials on a website referenced in the Notice or to request a printed set of proxy materials. Instructions on how to access the proxy materials overvia the internet or to request printed copies may be found in the Notice and in this proxy statement. In addition, the Notice contains instructions on how you may request to access proxy materials in printed form by mail or electronically on an ongoing basis. We encourage stockholders to take advantage of the availability of

instructions from each broker, bank, trustee or other nominee (i.e., in “street name”),holding shares on your behalf regarding how you will receivemay vote such shares. You should follow the voting instructions received from youreach broker, bank, trustee or other nominee regardingto separately indicate your vote for the shares held in each such account.

How can I elect to receive proxy materials electronically in future years?

We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of our annual meetings as well as reduce the cost to the Company associated with the printing and mailing of proxy materials. If you received a paper copy of the proxy materials and wish to receive the proxy materials only electronically in the future, the proxy card (or voting instructions) provided with the proxy materials contains instructions on how you may vote such shares.elect to access proxy materials electronically in the future. If you received more than one paper copy of the proxy materials, please follow these instructions on each proxy card (and voting instructions) you received.

Voting Information

Who is qualified to vote?

You are qualified to receive notice of and to vote on the matters described in this Proxy Statement if you owned shares of common stock of the Company (“Common Stock”) at the close of business on our record date of Monday, March 19, 2018.15, 2021.

How many shares of Common Stock may vote at the Meeting?

As of March 19, 2018,15, 2021, there were 116,319,124132,191,730 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

What is the difference between a “stockholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

How do I vote my shares?

If you are a “stockholder of record” who received printed copies of the proxy materials, you can vote your proxy by mailing in the enclosed proxy card or you can usevote prior to the Meeting by using one of the alternatives below:

To vote by telephone:1-800-690-6903

To vote by internet: www.proxyvote.com

Please refer to the specific instructions set forth on the enclosed proxy card. In addition, please have the 16 digit control number, located on the proxy card, available when voting your shares. If you choose to vote your shares by telephone or through the internet, as noted above, there is no need for you to mail back your proxy card.

Meeting by using the internet or a toll free telephone number to vote your shares. If you hold shares through more than one broker, bank, trustee or other nominee, you will receive separate materials and voting instructions from each. You will need to separately follow the instructions received from each broker, bank, trustee or other nominee through which you hold shares in order to ensure that all of your shares are voted.

In addition to the voting methods set forth above, stockholders and holders of shares in “street name” may vote at the Meeting as set forth below under “Can I vote my shares at the Meeting?”

Can I vote my shares in person at the Meeting?

If you are a “stockholder of record,” you may vote your shares in person atvia the Meeting.web portal (www.virtualshareholdermeeting.com/CYH2021) during the Meeting by using your 16-digit control number included on your Notice of Availability of Proxy Materials or on your proxy card as noted above. If you hold your shares in “street name,” you must obtain a proxy frommay also vote your broker, bank, trustee or other nominee, giving youshares via the right to vote the shares at the Meeting. In order to be admitted toweb portal during the Meeting by using your 16-digit control number which may be included on your VIF, or which control number you must present valid government-issued photo identification and proof of ownership of the Company’s stock as of the record date. This can be a brokerage statement or letter from a bank indicating ownership on the record date, a proxy card, or a legal proxy provided bymay otherwise obtain through contacting your broker, bank, trustee or other nominee.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

How would my shares be voted if I do not specify how they should be voted?

If you are a stockholder of record and you sign and return your proxy card without indicating how you want your shares to be voted, your shares will be voted in accordance with the Board’s recommendations for the proposals listed above and in the discretion of the named proxies regarding any other matters properly presented for a vote at the Meeting.

If you are a beneficial owner of shares held in street name“street name” and do not provide theeach broker, bank, trustee or other nominee that holds your shares with specific voting instructions, under the rules of the New York Stock Exchange (“NYSE”), the broker, bank, trustee or other nominee that holds your shares may generally vote on “routine” matters without instructions from you. We expect the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20182021 (Proposal 4) to be the only proposal that is

On the other hand, under NYSE rules, your broker, bank, trustee or other nominee is not entitled to vote your shares on any“non-routine” matters if it does not receive instructions from you on how to vote. The election of directors (Proposal 1), the approval, on an advisory basis, of named executive officer or NEO,(“NEO”) compensation (Proposal 2), and the proposal to approve the amendment and restatement of the 2009 Plan (Proposal 3), and the stockholder proposal entitled “Clean Energy Resolution” (Proposal 5) will be considered“non-routine” matters. Thus, if you do not give your broker, bank, trustee or other nominee specific instructions on how to vote your shares with respect to those proposals, your broker, bank, trustee or other nominee will inform the Inspectors of Election that it does not have the authority to vote on those matters with respect to your shares. This is generally referred to as a “brokernon-vote.” A brokernon-vote may also occur if your broker, bank, trustee or other nominee fails to vote your shares for any reason.Therefore, if you hold your shares through a broker, bank, trustee or other nominee,please instruct that person regarding how to vote your shares on at least Proposals 1, 2 3, and 5.3.

How many votes must be present to hold the Meeting?

The presence, in person or represented by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding on the record date for the Meeting will constitute a quorum for the transaction of business at the Meeting.

How are abstentions and brokernon-votes treated?

Abstentions are deemed to be “present” at the Meeting, are counted for quorum purposes and, other than for the election of directors (Proposal 1), will have the same effect as a vote against the matter. In the case of Proposal 1, an abstention will not be deemed to be a vote cast either for or against any nominee. Brokernon-votes, if any, while counted for general quorum purposes, will have no effect on the voting results for anynon-routine matter in respect of which there may be brokernon-votes.

Can I change my vote?

If you are a stockholder of record, you may revoke your proxy by doing one of the following:

If you hold your shares in “street name,” your broker, bank, trustee or other nominee will provide you with instructions on how to revoke your proxy.

What vote is required to approve each proposal?

With respect to Proposal 1, you may vote FOR, AGAINST or ABSTAIN with respect to each nominee. If you ABSTAIN from voting on Proposal 1 with respect to any nominee, the abstention will not have any effect on the outcome of the vote with respect to such nominee.

With respect to Proposals 2, 3 4 and 5,4, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of Proposals 2, 3 or 4, and 5,the abstention will have the same effect as ana vote AGAINST vote.the proposal.

Who will count the votes?

Representatives from Broadridge Financial Solutions, Inc. will count the votes and serve as our Inspectors of Election. The Inspectors of Election will be present at the Meeting.

Who pays the cost of proxy solicitation?

The Company pays the costs of soliciting proxies. The Company has engaged Georgeson Inc. to aid in the solicitation of proxies for a fee of approximately $14,500,$17,000, plus reimbursement of reasonable expenses. Upon request, the Company will reimburse brokers, banks, trustees or their other nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s Common Stock. In addition, certain of our directors and officers, as well as employees of our management company, willmay aid in the solicitation of proxies. These individuals will receive no compensation in addition to their regular compensation.

Is this Proxy Statement the only way that proxies are being solicited?

No. As stated above, in addition to mailing or providing notice of the availability of these proxy materials, our proxy solicitor, Georgeson Inc., and certain of our directors and officers, as well as

If you have any further questions about voting your shares or attending the Meeting, including information regarding directions to the Meeting, please call our Corporate Secretary Christopher G. Cobb, at (615)465-7000.

GENERAL INFORMATION

How may I contact the Lead Director of the Board of Directors or othernon-management members of the Board of Directors?

The Lead Director of the Company’s Board of Directors is Julia B. North, who presides at regularly scheduled executive sessions of our Board. Ms. North is also the chair of the Governance and Nominating Committee of the Board of Directors. She and any of the othernon-management directors may be contacted by any stockholder or other interested party in the following manner:

c/o Community Health Systems

4000 Meridian Boulevard

Franklin, TN 37067

Attention: Christopher G. Cobb, Vice President and Corporate Secretary

(615)465-7000

Investor_Communications@chs.net

In the alternative, stockholders or other interested parties may communicate with our directors or our corporate compliance officer by accessing the Confidential Disclosure Program established under our Code of Conduct:

Corporate Compliance and Privacy Officer

Community Health Systems

4000 Meridian Boulevard

Franklin, TN 37067

(800)495-9510

https://www.mycompliancereport.com/ (use code “CYH”)

Generally, all materials that are appropriate director communications will be forwarded to the intended recipient; however, management may simultaneously conduct an investigation of any operational, compliance, or legal matter in accordance with its established policies and procedures. Management reserves the right to reject from this process any material that is harassing, unduly offensive or otherwise not credible, or that solicits business on behalf of the sender.

How is the Board of Directors organized and how is the independence of the Board of Directors determined?

The role of our Board of Directors is governed by the Company’s Amended and RestatedBy-laws (the“By-laws”), and is further described in our Governance Guidelines (the “Governance Guidelines”). Currently, our Board of Directors has ten (10)eleven (11) members.

A majority of our directors must be “independent” under NYSE and Nasdaq Stock Market (“Nasdaq”) rules. We became subject to Nasdaq requirements following our issuance of contingent value rights (“CVRs”) (which do not have voting rights) in connection with the Company’s acquisition of Health Management Associates, Inc. (“HMA”) on January 27, 2014. In addition, our Governance Guidelines

may be relevant to such independence determination. The Board also considers any relationships between the Company and other organizations on which our directors serve as directors or with respect to which such directors are otherwise affiliated. The Board determined that each of ournon-management directors satisfied all of the independence standards set forth in the Governance Guidelines and the applicable rules of the NYSE and SEC (including the specific standards applicable to members of our Audit and Compliance Committee and Compensation Committee) and did not otherwise have a material relationship with the Company (either directly or as an officer, employee, shareholder or partner of an organization that has a relationship with the Company). After such evaluations, our Board of Directors has affirmatively determined that alleach of the followingnon-management directors areis independent under the Governance Guidelines and the applicable rules of the NYSE Nasdaq, and the SEC:

John A. Clerico

Michael Dinkins

James S. Ely III

John A. Fry

Elizabeth T. Hirsch

William Norris Jennings, M.D.

K. Ranga Krishnan, MBBS

Julia B. North

H. James Williams, Ph.D.

Messrs. Wayne T.Mr. Smith and Tim L.Mr. Hingtgen, who are also officers of the Company and employed by a subsidiary of the Company, are not independent.

Do the independent members of the Board of Directors meet in separate sessions?

The independent members of our Board meet frequently in executive sessions, typically at the end of each regularly scheduled Board meeting, and otherwise as needed. The Lead Director presides over those sessions and is in a position to take a leadership role in certain limited circumstances when leadership by the Chair, who is also our Chief Executive Officer,Chairman is not deemed advisable. The Lead Director also provides significant input into Board meeting agendas and presentation topics. During 2017,2020, the independent members of our Board met in executive session eleven (11)twelve (12) times, either in conjunction with a Board meeting or a committee meeting at which the other independent members were present.

What is the leadership structure of the Board of Directors?

As set forth in the Company’s Governance Guidelines, theThe Board believes that the most effective and appropriate leadership model for the Companyof Directors is that of a combined Chaircurrently led by Wayne T. Smith as Executive Chairman, who was appointed to such position on January 1, 2021 (Mr. Smith previously served as our Chairman of the Board and Chief Executive Officer, balanced by certain practicesOfficer). The Board of Directors has carefully considered its leadership structure and policies to assurebelieves at this time that the independent membersCompany and its stockholders are best served by having the positions of chairman of the Board (who comprise a super-majority of Directors and chief executive officer filled by different individuals. This allows the Board) provideChief Executive Officer to focus on the desired oversight,Company’s day-to-day operations, while allowing the Executive Chairman to lead the Board of Directors in providing advice and balance.

the Board (who comprise a super-majority of the Board) provide appropriate oversight, consultation, and involvement. The Governance and Nominating Committee regularly reviews the Board’s leadership structure to serveassess whether to separate or combine the roles of Executive Chairman (or Chairman, as bothapplicable) and Chief Executive Officer based on the Company’s particular facts and Chair ofcircumstances at the Board.time, and the Board retains flexibility to determine the appropriate leadership structure for the Company based on such facts and circumstances.

The Board of Directors is responsible for broad corporate policy and overseeing the overall performance of the Company. Members of the Board are kept informed of the Company’s business by various documents sent to them before each meeting and oral reports made to them during these meetings by the Company’s Chair andExecutive Chairman, Chief Executive Officer and other corporate executives. TheyAll directors are advised of actions taken by the various committees of the Board of Directors and are invited to, and frequently do, attend meetings of Board committees on which they do not serve. Directors have access to the Company’s books, records and reports, and members of management are available at all times to answer their questions.

The Governance and Nominating Committee, which consists entirely of independent directors, periodically examines the Board leadership structure, as well as other governance practices, and also conducts an annual assessment of the Board’s and each committee’s effectiveness. The Governance and Nominating Committee has determined that the present leadership structure continues to beis effective and appropriate.

As indicated above, the independent members of the Board meet in executive sessions that are presided over by the Lead Director, currently Julia B. North. The Lead Director serves as the principal liaison between the independent directors and the Chair and other members of management. The Lead Director also has the authority to call meetings of the independent directors and prepare agendas for such meetings. The Lead Director also takes an active role in approving and setting agendas and presentation topics, and approving the materials to be sent to the Board of Directors prior to its meetings. Upon request, the Lead Director is also available for consultation and direct communication with major stockholders.

Board independence is further achieved through the completely independent composition of the three standing committees:committees of the Board: Audit and Compliance, Compensation, and Governance and Nominating, each of which is supported by an appropriate charter and holds executive sessions without management present. Each of the Board’s independent directors serves on one or more of these committees and, thusas noted above, is invited to, and frequently does, attend meetings and executive sessions of Board committees on which he or she does not serve. Thus, there is ample opportunity to meet and confer without any member of management present.

The Board has concluded that the structure and practices of the independent members of the Board of Directors assure effective independent oversight, as well as effective independent leadership while maintaining practical efficiency.

What are the Company’s environmental, social and governance initiatives and where can I find additional information regarding these initiatives?

In addition to our good corporate governance practices highlighted above in the Corporate Governance Highlights section, we have implemented, and continue to identify and implement, various environmental, social and governance (“ESG”) initiatives across our portfolio of hospitals and affiliated businesses.

Key ESG goals include the following:

Reduce Energy Use, Emissions, and Water Consumption. We have worked diligently to identify and implement processes that improve energy efficiency and reduce consumption and waste. For new

hospital construction and certain renovation projects, we set specific sustainability requirements for architectural design, facility construction, and waste management during construction. We also regularly invest in infrastructure to reduce energy consumption. Such infrastructure projects include roof replacement and repair projects utilizing reflective and recyclable materials, installation of high-efficiency LED lighting, replacement of older HVAC systems with more efficient equipment and implementation of smarter building technology and automation systems. We also closely monitor energy usage at our facilities and routinely implement energy conservation measures and perform preventative maintenance to ensure systems are performing at optimal operating efficiency. In addition, we are focused on reducing water consumption through measures such as effective water treatment programs and, where practicable, the utilization of ground water wells at certain of our locations.

Reduce, Reuse and Recycle Materials. We reuse and recycle materials where possible and practical to conserve resources and minimize the need for treatment or disposal. We also endeavor to reprocess medical supplies to help benefit our environment and reduce emissions.

Diversity, Equity and Inclusion. We strive to recruit and retain a diverse population of employees with respect to their experiences, education, socioeconomic statuses, races, ethnicities, cultures and genders that are reflective of the communities we serve. We believe that a diverse workforce is a catalyst for positive and consistent patient outcomes and high quality care. By fostering a culture of inclusion, we believe that we are able to retain the best and brightest talent by making all employees feel valued by members of their respective team. Moreover, expansion of our diversity, equity and inclusion efforts is a key Company initiative for 2021. As evidence of this commitment, we have recently hired a new vice president and a new senior director of diversity, equity and inclusion.

Sustaining Our People. Our employees are vital contributors to the success of our organization, and we devote significant resources to recruit, retain and develop our workforce. We provide a wide range of development programs and resources to support our employees. In this regard, our talent development strategy is facilitated through our Advanced Learning Center (ALC) platform, a web-based portal which provides employees and contractors access to computer-based training courses as well as instructor led classes in many areas, including clinical, compliance, information technology, employee development, health information management, human resources, and workplace safety and security. In addition, several of our affiliated hospitals also partner with graduate medical education residency programs, providing residents with practical patient experience and growing the pool of practicing physicians.

Since the onset of the COVID-19 pandemic in 2020, our hospitals, medical clinics, medical personnel, and employees have been actively caring for COVID-19 patients. The safety of our patients, physicians, nurses, and employees in the communities in which we serve has remained our primary focus during the pandemic. We have implemented considerable safety measures in connection with the COVID-19 pandemic, and have been taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the healthcare system.

Employee Safety. The safety of our employees is of the utmost importance and is key to the continuous delivery of high quality patient care. We strive to protect our employees through continued communication, data analysis, equipment evaluation and education, and we practice leadership methods which employ a “safety-first” mindset in our hospitals.

Patient Safety and High Quality of Care.We maintain an emphasis on patient safety and clinical outcomes and we are continuously focused on ways to improve patient, physician and employee satisfaction. We believe that a focus on continuous improvement yields the best results for patients, reduces risk and liability, and creates value for the people and communities we serve. In this regard, we have operated a Patient Safety Organization (“PSO”) since 2011. Our PSO is listed by the U.S. Department of Health and Human Services Agency (“HSA”), for Healthcare Research and Quality. We

believe our PSO has assisted, and will continue to assist us, in improving patient safety at our hospitals. For additional information regarding our focus in this area, see the discussion under “Our Business Strategy — Continuously improve patient safety and quality of care” in Part I, Item 1 (Business) of our Annual Report on Form 10-K for our fiscal year ended December 31, 2020, filed with the SEC on February 18, 2021.

Community Involvement. The Company is committed to supporting the communities in which we operate. For example, our hospitals improve the wellbeing of local residents through health fairs, screenings and educational programs, and actively participate in civic and charitable causes, sponsor community events and support local programs through volunteerism. Moreover, we and our employees support our communities and employees through organizations such as the CHS Foundation, a foundation funded by charitable gifts from the Company which supports organizations involved with education, health, human services and international development, and the CHS Cares Fund, a non-profit charitable fund (administered by The Community Foundation of Middle Tennessee) whose purpose is to provide financial assistance to employees of the Company’s affiliated entities, clinics and offices who have experienced hardship due to events beyond their control such as natural disasters and extended illnesses or injuries. For example, as previously disclosed in a Current Report on Form 8-K filed by us on April 8, 2020, many of our corporate officers and regional presidents voluntarily agreed to reduce their base salaries for the remainder of 2020 and our non-management directors voluntarily agreed to reduce their annual cash stipend during 2020, which enabled the Company to make a donation to the CHS Cares Fund to provide financial assistance to employees of the Company’s affiliated entities who have experienced hardship as a result of the COVID-19 pandemic and other events that are beyond their control.

We have reported on our ESG initiatives since 2010. Our most recent report is posted on our internet website in the Company Overview — Sustainability section (www.chs.net/company-overview/sustainability/). Please note that our website is provided as an inactive textual reference and the information on our website (whether referenced here or elsewhere in this proxy statement) is not incorporated by reference in this proxy statement.

How does the Board of Directors oversee risk?

Risk management is primarily the responsibility of the Company’s management team, which is administered through a broad-based committee that includes executives from our operations, internal audit, clinical services, compliance, clinical quality, revenue management, accounting, risk management, finance, facilities management, human resources, information technology, and legal departments. The Board of Directors is responsible for the overall supervision of the Company’s risk management activitiesactivities. The risks overseen by the Board include, without limitation, business, industry, economic, patient safety, and annually performs a review of those activities along with a review of the Company’s enterprise risk assessment.ESG risks. The Board’s oversight of the material risks faced by the Company occurs at both the full board level and at the committee level.

considerations in connection therewith, see “Compensation Discussion and Analysis –— Risk Assessment of Executive Compensation.”

Management provides regular updates throughout the year to the respective Board committees regarding the management of the risks each committee oversees, and each of these committees discussdiscusses those risks with the full Board at either regular meetings of the Board or at committee meetings in which all Board members participate. At least once every year, the Audit and Compliance Committee reviews the allocation of risk responsibility among the Board’s committees and implements any changes it deems appropriate. The Audit and Compliance Committee, together with the full Board of Directors, is actively involved in the oversight of risk issue identification and assessment at the Company and mitigation strategies employed by the Company with respect to each of these risks.

In addition to the reports from the committees, the Board receives presentations throughout the year from various department and business unit leaders that include discussions of possible risks. At each Board meeting, the ChairExecutive Chairman and the Chief Executive Officer addresses,address, in a director-only session, matters of particular importance or concern, including any areas of risk that require attention from the Board. Additionally, through dedicated sessions focusing entirely on corporate strategy, the full Board reviews in detail the Company’s short and long-term strategies, including consideration of risks facing the Company and their potential impact.

We believe that our approach to risk oversight, as described above, optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the Company. We also believe that our risk structure complements our current Board leadership structure, as it allows our independent directors, through the three fully independent Board committees, as well as the Lead Director, to exercise effective oversight of the actions of management, led by Mr. Smith as ChairExecutive Chairman and Mr. Hingtgen as Chief Executive Officer, in identifying risks and implementing effective risk management policies and controls.

The Audit and Compliance Committee held ten (10)eight (8) meetings during 2017. A number of the meetings held by the Audit and Compliance Committee also included the2020. The other independent members of the Board of Directors.Directors were invited to and generally attended the meetings of the Audit and Compliance Committee. As set forth in its charter, the Audit and Compliance Committee’s responsibility is to provide advice and counsel to management regarding, and to assist the Board of Directors in its oversight of: (i) the integrity of the Company’s consolidated financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the requirements of the Corporate Integrity Agreement, Amended, dated July 28, 2014,September 21, 2018, between the Company and the Office of Inspector General of the United States Department of Health and Human Services, and any amendments thereto (the “CIA”);thereto; (iv) the independent registered public accounting firm’s qualifications and independence; (v) the performance of the Company’s internal audit function and its independent registered public accounting firm; and (vi) the Company’s policy on the use of derivative products. As discussed above under “How does the Board of Directors Oversee Risks”, the Audit and Compliance Committee also has oversight responsibilities with respect to enterprise risk management and the Company’s data security programs. The Audit and Compliance Committee report is incorporated herein by reference to Part III of the Company’s Annual Report on Form10-K filed with the SEC on February 28, 201818, 2021 under “Item 10. Directors, Executive Officers and Corporate Governance.”

The Compensation Committee held three (3)four (4) meetings during 2017.2020. The primary purpose of the Compensation Committee is to: (i) assist the Board of Directors in discharging its responsibilities relating to compensation of the Company’s executives; (ii) administer the Community Health Systems, Inc. 2004 Employee Performance Incentive Plan, as amended and restated from time to time,Company’s cash-based incentive compensation plans with regard to executive officers of the Company’s executives;Company; (iii) approve awards and grants and administer outstanding awards and grants of equity-based compensation arrangements to directors, employees, and others pursuant to the Company’s stock option and award plan, as amended and restated from time to time;equity compensation plans; and (iv) produce an annual report on executive compensation for inclusion in the Company’s Proxy

The Governance and Nominating Committee met two (2) times during 2017.2020. The primary purposeresponsibilities of the Governance and Nominating Committee is toare to: (i) recommend to the Board a set of corporate governance guidelines applicable to the Company; (ii) review at least annually the Company’s Governance Guidelines and make any recommended changes, additions or modifications; (iii) identify individuals qualified to become Board members and to select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders;stockholders and make recommendations for directors’ assignments to the committees of the Board; (ii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; (iii) review the corporate governance guidelines at least annually and make any recommended changes, additions or modifications; (iv) assist the Board by making recommendations regarding compensation for directors; and (v) subject to Delaware law, review and approve the Company’s policies on and responses to important stockholder issues and proposals, and recommend to the Board the placement of stockholder proposals, and the Board’s response thereto, in the proxy statement.

Who are the Company’s audit committee financial experts?

Our Board has determined that all fourfive of the members of our Audit and Compliance Committee are “audit committee financial experts” as defined by the Exchange Act — John A. Clerico, Michael Dinkins, James S. Ely III, Elizabeth T. Hirsch, and H. James Williams, Ph.D.

How are the Company’s Directors compensated?

Our Board of Directors has approved a compensation program fornon-management directors, which consists of both cash and equity-based compensation.Non-management director compensation is typically reviewed annually by the Governance and Nominating Committee, in consultation with the Compensation Committee’s independent executive compensation consultant, Mercer Human Resources Consulting, and adjusted if needed, on the same cycle as is our executive compensation. In addition, to further align directors’ interests with the long-term interests of stockholders, the Company requires that at leastone-half 50% of thenon-management directors’ annual compensation be paid in the form of equity in the Company.

For 2017,2020, consistent with past practice, thenon-management directors’ compensation package was reviewed by the Governance and Nominating Committee, in consultation with Mercer. For 2017,2020, Mercer advised that, based on a review of the board compensation paid by our peer group as set forth below under “Compensation Discussion and Analysis — Components of the Executive Compensation Program — Peer Group Companies (for 20172020 Compensation Cycle),” the annual total compensation package of $290,000 (exclusive of the annual stipends paid to the lead director and the chairs of the Board’s three standing committees as referenced below) paid to ournon-management directors in 20162019 continued to be generally consistent with the median total director compensation package paid by companies within our peer group. ConsistentMercer also advised that the additional annual stipends paid to the lead director and the three committee chairs in 2019 continued to be generally consistent with this analysis, except as noted below,the median of such stipends paid by companies within our peer group. Taking Mercer’s review into account, the Governance and Nominating Committee recommended that no changes be made to the directors’ compensation package for 2020. As such, in 2017,2020, eachnon-management director

Anynon-management director who joins our Board of Directors during the first six months of the year will receive the same number of restricted stock units as is awarded to the othernon-management directors as stock-based compensation for that year; however, if anon-management director’s appointment occurs during the last six months of the year suchnon-management director will receive no stock-based compensation until the following year. For example, Mr. Dinkins and Dr. Krishnan joined the Board of Directors during the fourth quarter of 2017; therefore, they did not receive any stock-based compensation for 2017.

The restricted stock unit awards to ournon-management directors vest inone-third increments on each of the first three anniversaries of the grant date for so long as the director is a member of the Board.IfBoard. If anon-management director’s service as a member of the Board terminates as a result of death, disability, or for any other reason (other than “for cause”), all unvested restricted stock units held by suchnon-management director will vest as of the date of termination.

At any time Beginning with the restricted stock unit awards granted in 2020, a non-management director may elect, prior to the beginning of the calendar year in which the award is granted, to defer the receipt of shares of the Company’s Common Stock issuable upon vesting until either his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. In the absence of a prior deferral election, the non-management director will receive shares of the Company’s Common Stock issuable upon the vesting of such restricted stock units.

Prior to the beginning of the calendar year, a non-management director may also elect to defer some or all of their cash compensation for the upcoming year into a cash account or stock unit account pursuant to the Company’s Directors’ Fees Deferral Plan, amended and restated as of December 10, 2008. When making a deferral election, anon-management director may elect to receive payment for the deferred amounts in a lump sum or in annual installments beginning either upon the last day of the fiscal quarter following his or her separation from service with the Company or his or her attainment of an age specified by thenon-management director. None of the non-management directors elected to defer any portion of their cash compensation payable in 2020 under the Company’s Directors’ Fees Deferral Plan, except for Dr. Krishnan, who elected to defer the entire amount of his cash compensation into a cash account.

Management directors do not receive any additional compensation for their service on the Board.

How are Directors nominated by the Company?

The Governance and Nominating Committee has responsibility for the director nomination process.

The Governance and Nominating Committee believes that the minimum qualifications that must be met by any director nominee, including any director nominee who is recommended by stockholders, include (i) a reputation for the highest ethical and moral standards, (ii) good judgment, (iii) a positive record of achievement, (iv) if on other boards, an excellent reputation for preparation, attendance, participation, interest and initiative, (v) business knowledge and experience relevant to the Company, and (vi) a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively.

The qualities and skills necessary in a director nominee are governed by the specific needs of the Board at the time the Governance and Nominating Committee determines to nominate a candidate for

into account a variety of factors in selecting and nominating individuals to serve on the Board of Directors, including:

When evaluating any director recommendations or nominations properly submitted by a stockholder as set forth above, the Governance and Nominating Committee will conduct the same analysis that it conducts with respect to its director nominees or other potential candidates recommended by a Board member, management, a search firm or other source.

How can I submit a stockholder proposal or nominate a Directorbring business for the 20192022 Annual Meeting of Stockholders?

If a stockholder seeks to have a proposal included in the Company’s Proxy Statement for the 20192022 Annual Meeting of Stockholders pursuant to Rule14a-8 under the Exchange Act, the proposal must be received by the Company no later than December 6, 20182, 2021 and be submitted in accordance with applicable SEC rules, and regulations.including Rule 14a-8. Such proposals must be delivered to Community Health Systems, Inc., Attn: Corporate Secretary, 4000 Meridian Boulevard, Franklin, TN 37067.

In addition, the proxy access provisions in theBy-laws permit a stockholder, or a group of up to 20 stockholders, owning in the aggregate 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials for its

MEMBERS OF THE BOARD OF DIRECTORS

Each of the Company’s director nominees are nominated for election to a term of one (1) year.Upon the recommendation of the Governance and Nominating Committee, the ten (10)eleven (11) persons listed in the table below are nominated for election at the Meeting, each to serve as a director for a term of one (1) year and until his or her successor is elected and qualified.

Compensation Committee Chair

Audit and Compliance Committee Member

Since 2000, when Mr. Clerico co-founded ChartMark Investments, Inc., a registered investment advisor providing portfolio management, investment consulting and financial planning solutions to individuals, small businesses and institutions, he has served as its chairman and as a registered financial advisor. From 2006 until 2012, Mr. Clerico served on the board of directors of Global Industries, Ltd., a provider of solutions for offshore oil and gas construction, engineering, project management and support services, with prior service on its audit, compensation and finance (chair) committees. In 2008, Mr. Clerico resigned from these committees upon his appointment as chairman of the board and interim chief executive officer. He stepped down as Global Industries, Ltd.’s interim chief executive officer in 2010 but continued to serve as chairman of its board through 2011, when Global Industries, Ltd. was acquired by Technip S.A. From 1992 to April 2000, he served as an executive vice president and chief financial officer and on the board of directors of Praxair, Inc., a supplier of industrial gases and coatings and related healthcare services and technologies. From 1983 until its spin-off of Praxair Inc. in 1992, he served as an executive officer of Union Carbide Corporation in various financial and accounting areas. Mr. Clerico currently serves on the board of directors of Educational Development Corporation, a trade publisher and distributor of children’s books, andwhere he serves as lead independent director as well as on its on its audit (chair), compensation, executive, and nominating and corporate governance (chair), compensation, and executive committees. He previously served on the board of MacroSolve, Inc., a provider of consulting services related to the development, marketing and financing of mobile app businesses, that also focuses on intellectual property licensing and enforcement of its mobile app market development patent where he also served on its audit (chair) and compensation committees.

Mr. Clerico brings executive leadership experience and skills to the Board of Directors. He has held the positions of chairman of the board, chief executive officer, co-chief operating officer, chief financial officer and treasurer at various points of his career. His extensive experience in industries (chemical and industrial gases) with a high risk profile give him a unique perspective on risk oversight. His years of service on our Board’s Audit and Compliance Committee, including serving as one of its “audit committee financial experts” and prior service as chair of that committee, lend important continuity to

Audit and Compliance Committee Member

Mr. Dinkins was appointed to our Board of Directors in December 2017. Since October 2017, Mr. Dinkins has beenserved as president and chief executive officer of Dinkins LLC,Financial, a consulting firm that helps small businesses gain access to capital.capital, since October 2017. From 2008 until May 2012, Mr. Dinkins served on the board of directors of Integer Holdings Corporation (formerly known as Greatbatch, Inc.), a medical device outsource manufacturer, and developer of high-end batteries for niche applications in medical and energy markets, where he also served on its audit committee and compensation and organization committee. In May 2012, Mr. Dinkins resigned from Integer Holdings Corporation’s board of directors and its committees in conjunction with his appointment as senior vice president (later executive vice president) and chief financial officer of Integer Holdings Corporation, a position he held until his retirement in March 2017. From 2008 until 2012, Mr. Dinkins served as executive vice president and chief financial officer of USI Insurance Services, an insurance intermediary company. From 2005 until 2008, he was executive vice president and chief financial officer of Hilb Rogal & Hobbs Co., an insurance and risk management services company. Mr. Dinkins was vice president, global control & reengineering at Guidant Corporation from 2004 to 2005, and vice president and chief financial officer for NCR Worldwide Customer Service Operation from 2002 to 2004. Prior to 2002, he held senior positions at Access Worldwide Communications, Inc., Cadmus Communications Group and General Electric Company. Mr. Dinkins serves on the board of directors of Crane Co., a manufacturer of industrial products in the chemicals, oil and gas, power, automated payment solutions, banknote design and production, and aerospace and defense markets and serves on its audit and compliance committee. He also serves on the board of directors of The Shyft Group, Inc., a manufacturer and upfitter of specialy vehicles for e-commerce driven parcel delivery and the commercial, retail, and service specialty markets, and serves on its audit and compliance committee. He is also a former director of LandAmerica Financial Group, Inc. Mr. Dinkins has also served on the National Council on Compensation Insurance since 2015, including service on its audit, finance, committee and governance committee and former service on its audit committee.committees.

Mr. Dinkins brings extensive experience as a board member and a chief financial officer of a publicly-traded company to the Board of Directors, as well as knowledge of complex financial and operational issues facing large organizations and an understanding of operations and financial strategy in challenging environments. Through his role as a chief financial officer, he has also overseen the information technology risk assessment processes of a company. In addition, Mr. Dinkins brings the perspective of the insurance industry and the medical device industry to the Board, both of which are important related industries for the Company. Mr. Dinkins is National Association of Corporate directors (NACD) Directorship Certified.

Audit and Compliance Committee Chair

Mr. Ely founded PriCap Advisors, LLC, an investment management firm, in 2009 and has served as its chief executive officer since its inception. From 1995 to 2008, he was a senior banker and managing directorManaging Director in J.P. Morgan’s Syndicated andthe Leveraged Finance Group at JPMorgan Chase & Co., where he was responsible for structuring and arranging syndicated loans and high yield issues in the healthcare, aerospace, defense and other sectors. Mr. Ely’s service with J.P. Morgan’sJPMorgan’s predecessor institutions commenced in 1987. He serves on the board of directors of Select Medical Holdings Corporation, a provider of long-term hospitalization services, and serves onas chair of both its audit and compliance committee (chair).and nominating and corporate governance committees.

Mr. Ely’s educational background (MBA in finance and accounting from the University of Chicago) and extensive (over twenty years) experience in the financing industry, and in the healthcare sector in particular, provide a needed area of expertise among the independent Board members. He is able to assist the Board members and management in evaluating financing opportunities, as he has specific experience in financing the types of indebtedness reflected on the Company’s balance sheet.

Compensation Committee Member

Governance and Nominating Committee Member

Mr. Fry has served as president of Drexel University in Philadelphia, Pennsylvania since 2010. Prior to becoming president of Drexel University, Mr. Fry served as president of Franklin & Marshall College in Lancaster, Pennsylvania from 2002 until 2010. From 1995 to 2002, he was executive vice president of the University of Pennsylvania and served as the chief operating officer of the university and as a member of the executive committee of the University of Pennsylvania Health System. Mr. Fry is a member of the board of trustees of Macquarie Investment Management (formerly Delaware Investments Dividend and Income Fund, Inc.Investments), an asset management firm, with oversight responsibility for all of the portfolios in that mutual fund family; he also serves as chair ofon its audit committee and formerly served on its nominating and corporate governance committee.committee (chair). Mr. Fry also serves on the board of directors of vTV Therapeutics Inc., a clinical-stage pharmaceutical company focused on the discovery and development of human therapeutics.

Mr. Fry’s experience as the president of an academic institution, together with his prior experience with the University of Pennsylvania Health System and service on the boards of a number of non-profit institutions, brings two important perspectives to the Board of Directors. His familiarity with the governance issues faced by non-profit organizations assists the Board in understanding the competitive environment in which many of the Company’s competitors and acquisition targets operate. His educational background (MBA in accounting from New York University) and his experience in financial management, financial reporting, audit and compliance, and risk management are all skill sets available to and needed by the Board.

Mr. Hingtgen has served as our Chief Executive Officer since January 2021. Prior to that, he served as President and Chief Operating Officer sincefrom September 2016.2016 through December 2020. In thishis role as Chief Executive Officer, he is responsible for strategic and operational priorities of the Company, and leadsproviding oversight and direction to the divisionsenior corporate and regional presidentoperations leaders who directly support the Company’s affiliated hospitals. In 2017, he was elected to our Board of Directors. Mr. Hingtgen joined us in 2008 as a vice president of division operations, and, in January 2014, he was promoted to division president. In that position, he oversaw the operations of our affiliated hospitals in Alaska, Arizona, California, Nevada, New Mexico, Oklahoma, Oregon, Utah, Washington and Wyoming.the western United States. In May 2016, Mr. Hingtgen was promoted again to executive vice president of operations. In that position he worked directly with the Company’s chief executive officer, chief operating officer and chief financial officer to advance the Company’s strategic priorities and to help elevate operational and financial performance in key markets. Mr. Hingtgen has over 20 years of healthcare management experience. Prior to joining us, he held chief operatingexecutive officer and chief executiveoperating officer positions at for-profit hospitals in Arizona, Indiana and Nevada from 2001 to 2008.Nevada. Mr. Hingtgen has a master’s degree in business administration from the University of Nevada, Las Vegas.

As the Company’s chief operatingexecutive officer, Mr. Hingtgen brings a deep perspective on the strategic development of the Company and its business lines, as well as the operation of hospitals, outpatient care centers, and integrated network delivery systems. His vision and implementation of the corporate-wide efforts to strengthen the Company’s overall operations and support of organic growth and the delivery of high quality healthcare services are needed inputs on the Board’s development of its agenda.

statement consolidation and SEC reporting. Prior to becoming controller, Ms. Hirsch served as Praxair’s director and then vice president of investor relations from 2002 until 2010. In that role she was recognized as the Best Investor Relations Professional in the Chemicals Sector by both buy-side and sell-side analysts in a 2011 Institutional Investor Survey. Ms. Hirsch joined Praxair in 1995 as director of corporate finance and later served as assistant treasurer. Prior to joining Praxair, she had fifteen years of experience in corporate banking, primarily at Manufacturers Hanover Trust Company. Ms. Hirsch also serves on the board of trustees of Devereux Advanced Behavioral Health, a nonprofit organization providing services and leadership in the field of behavioral health, and is a member of its audit and compliance and finance committees. She is also chair of the board of directors of the Women’s Business Development Council of Connecticut.

Ms. Hirsch’s educational background (MBA in finance from New York University) and her years of experience as a senior accounting and finance executive in a large publicly-traded corporation provide the Board of Directors with valuable additional insight in the areas of accounting and finance, including financial statement preparation, internal controls, SEC reporting and financings similar to the Company’s outstanding indebtedness. She also brings investor relations expertise to the Board, including an understanding of the perspective of institutional investors.

Governance and Nominating Committee Member

Dr. Jennings is currently retired. For more than 43 years, he was a practicing family medicine physician, most recently with KentuckyOne Health, in Louisville, Kentucky, which was formed by the merger of Jewish Hospital & St. Mary’s HealthCare with Saint Joseph Health System in 2012. He served on KentuckyOne Health’s quality committee and formerly served as the quality committee chair for The Physician Group, which was affiliated with Jewish Hospital & St. Mary’s HealthCare prior to its merger with Saint Joseph Health System. From 1971 until 2005, when the practice was acquired by Jewish Hospital, Dr. Jennings was in private practice with Southend Medical Clinic, PSC, serving as its managing partner.

Dr. Jennings brings the perspective of a physician to the Board of Directors. His career in a community practice setting is typical to that of most of the Company’s facilities and he provides advice to the Board and management about trends in both medicine andas well as the organization and operation of physician practices. His experience managing large physician practices, with particular focus in the areas of risk and quality oversight, brings counterpoint and balance tooffers the perspectives presented by management leadership.Board of Directors a physician’s viewpoint in these areas. He also brings practitioner insight to quality measures and reporting, electronic health record implementation, and federal government regulation of practitioner-hospital relationships.

Governance and Nominating Committee Member

Dr. Krishnan was appointed to our Board of Directors in December 2017. He has served since 2019 as the deanchief executive officer of Rush University System for Health, an internationally known academic health center and health system in Chicago, Illinois. He also serves as a professor in the department of psychiatry at Rush Medical College since 2015.College. From 2015 to 2019, Dr. Krishnan is alsoserved as dean of Rush Medical College and as senior vice president of Rush University Medical Center, an internationally known academic health center and health system in Chicago, Illinois.Center. He serves as a member of the board of directors of Singapore Health Services (SingHealth), the largest healthcare system in Singapore, and also serves as chairman of the National Medical Research Council and the National Health Innovation Center Singapore. From 2008 to 2015,

Dr. Krishnan served as dean at the Duke-NUS Medical School, a joint venture between Duke University, in Durham, North Carolina and the National University of Singapore, in Singapore. Prior to and during his tenure in Singapore, Dr. Krishnan was a professor in the department of psychiatry and behavioral sciences at Duke University Medical Center, including serving as chairman of psychiatry

and behavioral sciences from 1998 to 2009. He is a member of several professional societies, including the American Psychiatric Association, the American Association for the Advancement of Science, the New York Academy of Sciences, and the InstituteNational Academy of MedicineMedicine. Dr. Krishnan has also received numerous honors and awards, including the Distinguished Scientist Award from the American Association of Geriatric Psychiatry and the National AcademiesPublic Service Medal (Friend of Science.Singapore) from the president of Singapore for his service to that country.

Dr. Krishnan’s service as the dean of two medical schools and as an executive and administrator at a large medical center and as the dean of two medical schools provides the Board of Directors with valuable experience in the management of physician practices and in maintaining compliance with the complex regulatory requirements of the hospital and healthcare industries.

Lead Director

Governance and Nominating Committee Chair

Compensation Committee Member

Ms. North serves as our Lead Director. Sheis currently retired. Over the course of her career, Ms. North served in many senior executive positions, including as president of consumer services for

American Hospitals. He is also the past-chair and a currentformer board member of both the Nashville Area Chamber of Commerce and the Nashville Health Care Council.

Mr. Smith is one of the most tenured executives in the healthcare industry, with decades of experience in both the hospital sector and the managed care sector. He has been named one of the 100 Most Influential People in Healthcare each of the 1619 yearsModern Healthcare has published the peer voted list, ranking number 46 in 2017. Institutional Investor magazine has

Michael Dinkins

James S. Ely III

John A. Fry

Elizabeth T. Hirsch

William Norris Jennings, M.D.

K. Ranga Krishnan, MBBS

Julia B. North

H. James Williams, Ph.D.

Mr. Smith and Mr. Hingtgen, who are also named Smith a Top CEO for the healthcare facilities sector several times over the past decade. His experience serving on other companies’ boards of directors provides him with insights and experiences to support his leadershipofficers of the Company and itsemployed by a subsidiary of the Company, are not independent.    

Do the independent members of the Board of Directors. Mr. Smith has been honored on several occasionsDirectors meet in separate sessions?

The independent members of our Board meet frequently in executive sessions, typically at the end of each regularly scheduled Board meeting, and otherwise as being oneneeded. The Lead Director presides over those sessions and is in a position to take a leadership role in certain limited circumstances when leadership by the Executive Chairman is not deemed advisable. The Lead Director also provides significant input into Board meeting agendas and presentation topics. During 2020, the independent members of our Board met in executive session twelve (12) times, either in conjunction with a Board meeting or a committee meeting at which the other independent members were present.

What is the leadership structure of the topBoard of Directors?

The Board of Directors is currently led by Wayne T. Smith as Executive Chairman, who was appointed to such position on January 1, 2021 (Mr. Smith previously served as our Chairman of the Board and Chief Executive Officer). The Board of Directors has carefully considered its leadership structure and believes at this time that the Company and its stockholders are best served by having the positions of chairman of the Board of Directors and chief executive officersofficer filled by different individuals. This allows the Chief Executive Officer to focus on the Company’s day-to-day operations, while allowing the Executive Chairman to lead the Board of Directors in providing advice and oversight to management. Further, the Board of Directors believes that having the Executive Chairman serve dual roles as chairman of the Board of Directors and as an executive officer of the Company promotes information flow between management and the Board of Directors, effective decision making and an alignment of corporate strategy as well as enabling the Executive Chairman to assist in certain strategic and other executive management responsibilities. The Board of Directors believes that Mr. Smith’s broad and lengthy leadership experience in the institutional provider segmenthealthcare industry, including 24 years of prior service as the Chief Executive Officer of the healthcare sector.Company, uniquely qualify him for the role of Executive Chairman. In addition, the Board of Directors believes that certain other practices and policies (including the role of our independent Lead Director) assure that the independent members of

the Board (who comprise a super-majority of the Board) provide appropriate oversight, consultation, and involvement. The Governance and Nominating Committee regularly reviews the Board’s leadership structure to assess whether to separate or combine the roles of Executive Chairman (or Chairman, as applicable) and Chief Executive Officer based on the Company’s particular facts and circumstances at the time, and the Board retains flexibility to determine the appropriate leadership structure for the Company based on such facts and circumstances.

The Board of Directors is responsible for broad corporate policy and overseeing the overall performance of the Company. Members of the Board are kept informed of the Company’s business by various documents sent to them before each meeting and oral reports made to them during these meetings by the Company’s Executive Chairman, Chief Executive Officer and other corporate executives. All directors are advised of actions taken by the various committees of the Board of Directors and are invited to, and frequently do, attend meetings of Board committees on which they do not serve. Directors have access to the Company’s books, records and reports, and members of management are available at all times to answer their questions.

The Governance and Nominating Committee, which consists entirely of independent directors, periodically examines the Board leadership structure, as well as other governance practices, and also conducts an annual assessment of the Board’s and each committee’s effectiveness. The Governance and Nominating Committee has determined that the present leadership structure is effective and appropriate.

As indicated above, the independent members of the Board meet in executive sessions that are presided over by the Lead Director, currently Julia B. North. The Lead Director serves as the principal liaison between the independent directors and the Chair and other members of management. The Lead Director also has the authority to call meetings of the independent directors and prepare agendas for such meetings. The Lead Director also takes an active role in approving and setting agendas and presentation topics, and approving the materials to be sent to the Board of Directors prior to its meetings. Upon request, the Lead Director is also available for consultation and direct communication with major stockholders.

Board independence is further achieved through the completely independent composition of the three standing committees of the Board: Audit and Compliance, Compensation, and Governance and Nominating, each of which is supported by an appropriate charter and holds executive sessions without management present. Each of the Board’s independent directors serves on one or more of these committees and, as noted above, is invited to, and frequently does, attend meetings and executive sessions of Board committees on which he or she does not serve. Thus, there is ample opportunity to meet and confer without any member of management present.

The Board has concluded that the structure and practices of the independent members of the Board of Directors assure effective independent oversight, as well as effective independent leadership while maintaining practical efficiency.

What are the Company’s environmental, social and governance initiatives and where can I find additional information regarding these initiatives?

In addition to our good corporate governance practices highlighted above in the Corporate Governance Highlights section, we have implemented, and continue to identify and implement, various environmental, social and governance (“ESG”) initiatives across our portfolio of hospitals and affiliated businesses.

Key ESG goals include the following:

Reduce Energy Use, Emissions, and Water Consumption. We have worked diligently to identify and implement processes that improve energy efficiency and reduce consumption and waste. For new

hospital construction and certain renovation projects, we set specific sustainability requirements for architectural design, facility construction, and waste management during construction. We also regularly invest in infrastructure to reduce energy consumption. Such infrastructure projects include roof replacement and repair projects utilizing reflective and recyclable materials, installation of high-efficiency LED lighting, replacement of older HVAC systems with more efficient equipment and implementation of smarter building technology and automation systems. We also closely monitor energy usage at our facilities and routinely implement energy conservation measures and perform preventative maintenance to ensure systems are performing at optimal operating efficiency. In addition, we are focused on reducing water consumption through measures such as effective water treatment programs and, where practicable, the utilization of ground water wells at certain of our locations.

Reduce, Reuse and Recycle Materials. We reuse and recycle materials where possible and practical to conserve resources and minimize the need for treatment or disposal. We also endeavor to reprocess medical supplies to help benefit our environment and reduce emissions.

Diversity, Equity and Inclusion. We strive to recruit and retain a diverse population of employees with respect to their experiences, education, socioeconomic statuses, races, ethnicities, cultures and genders that are reflective of the communities we serve. We believe that a diverse workforce is a catalyst for positive and consistent patient outcomes and high quality care. By fostering a culture of inclusion, we believe that we are able to retain the best and brightest talent by making all employees feel valued by members of their respective team. Moreover, expansion of our diversity, equity and inclusion efforts is a key Company initiative for 2021. As evidence of this commitment, we have recently hired a new vice president and a new senior director of diversity, equity and inclusion.

Sustaining Our People. Our employees are vital contributors to the success of our organization, and we devote significant resources to recruit, retain and develop our workforce. We provide a wide range of development programs and resources to support our employees. In this regard, our talent development strategy is facilitated through our Advanced Learning Center (ALC) platform, a web-based portal which provides employees and contractors access to computer-based training courses as well as instructor led classes in many areas, including clinical, compliance, information technology, employee development, health information management, human resources, and workplace safety and security. In addition, several of our affiliated hospitals also partner with graduate medical education residency programs, providing residents with practical patient experience and growing the pool of practicing physicians.

Since the onset of the COVID-19 pandemic in 2020, our hospitals, medical clinics, medical personnel, and employees have been actively caring for COVID-19 patients. The safety of our patients, physicians, nurses, and employees in the communities in which we serve has remained our primary focus during the pandemic. We have implemented considerable safety measures in connection with the COVID-19 pandemic, and have been taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the healthcare system.

Employee Safety. The safety of our employees is of the utmost importance and is key to the continuous delivery of high quality patient care. We strive to protect our employees through continued communication, data analysis, equipment evaluation and education, and we practice leadership methods which employ a “safety-first” mindset in our hospitals.

Patient Safety and High Quality of Care.We maintain an emphasis on patient safety and clinical outcomes and we are continuously focused on ways to improve patient, physician and employee satisfaction. We believe that a focus on continuous improvement yields the best results for patients, reduces risk and liability, and creates value for the people and communities we serve. In this regard, we have operated a Patient Safety Organization (“PSO”) since 2011. Our PSO is listed by the U.S. Department of Health and Human Services Agency (“HSA”), for Healthcare Research and Quality. We

believe our PSO has assisted, and will continue to assist us, in improving patient safety at our hospitals. For additional information regarding our focus in this area, see the discussion under “Our Business Strategy — Continuously improve patient safety and quality of care” in Part I, Item 1 (Business) of our Annual Report on Form 10-K for our fiscal year ended December 31, 2020, filed with the SEC on February 18, 2021.

Community Involvement. The Company is committed to supporting the communities in which we operate. For example, our hospitals improve the wellbeing of local residents through health fairs, screenings and educational programs, and actively participate in civic and charitable causes, sponsor community events and support local programs through volunteerism. Moreover, we and our employees support our communities and employees through organizations such as the CHS Foundation, a foundation funded by charitable gifts from the Company which supports organizations involved with education, health, human services and international development, and the CHS Cares Fund, a non-profit charitable fund (administered by The Community Foundation of Middle Tennessee) whose purpose is to provide financial assistance to employees of the Company’s affiliated entities, clinics and offices who have experienced hardship due to events beyond their control such as natural disasters and extended illnesses or injuries. For example, as previously disclosed in a Current Report on Form 8-K filed by us on April 8, 2020, many of our corporate officers and regional presidents voluntarily agreed to reduce their base salaries for the remainder of 2020 and our non-management directors voluntarily agreed to reduce their annual cash stipend during 2020, which enabled the Company to make a donation to the CHS Cares Fund to provide financial assistance to employees of the Company’s affiliated entities who have experienced hardship as a result of the COVID-19 pandemic and other events that are beyond their control.

We have reported on our ESG initiatives since 2010. Our most recent report is posted on our internet website in the Company Overview — Sustainability section (www.chs.net/company-overview/sustainability/). Please note that our website is provided as an inactive textual reference and the information on our website (whether referenced here or elsewhere in this proxy statement) is not incorporated by reference in this proxy statement.

How does the Board of Directors oversee risk?

Risk management is primarily the responsibility of the Company’s management team, which is administered through a broad-based committee that includes executives from our operations, internal audit, clinical services, compliance, quality, revenue management, accounting, risk management, finance, facilities management, human resources, information technology, and legal departments. The Board of Directors is responsible for the overall supervision of the Company’s risk management activities. The risks overseen by the Board include, without limitation, business, industry, economic, patient safety, and ESG risks. The Board’s oversight of the material risks faced by the Company occurs at both the full board level and at the committee level.

The Audit and Compliance Committee Member

Dr. Williams has served as presidentoversight responsibility, not only for financial reporting with respect to the Company’s major financial exposures and the steps management has taken to monitor and control such exposures, but also for the effectiveness of Mount St. Joseph University in Cincinnati, Ohio since March 2016. Mount St. Joseph University provides interdisciplinary liberal arts and professional curricula to its students, including a number of graduate and doctoral healthcare programs. Prior tomanagement’s enterprise risk management process that he served as president of Fisk University, a leading liberal arts university located in Nashville, Tennessee, from February 2013 until September 2015. Fisk University is renowned for its leadership role and history inmonitors key business risks facing the education of African-American students. Dr. Williams also served as dean and a professor of accounting at the Seidman College of Business of Grand Valley State University in Grand Rapids, Michigan from 2004 until 2013. From 2006 until 2013, Dr. Williams served on the board of trustees of St. Mary’s Hospital, a non-profit hospital in Grand Rapids, Michigan. From 1999 until 2004, he was dean and a professor of accounting at the School of Business of North Carolina Central University in Durham, North Carolina. From 1994 to 1999, Dr. Williams was dean of the School of Management and a professor of accounting at Delaware State University in Dover, Delaware. Prior to that, he held faculty positions in the business schools at several universities. Dr. Williams also serves on the boards of several non-profit organizations. He previously served on the advisory board of Fifth Third Bank of Tennessee and as a member of the Metropolitan Nashville Airport Authority’s Air Service Coalition. Dr. Williams has also practiced law, primarily in the areas of partnership and corporate tax,Company as well as contract law. He started his diverse career as an accountantoverseeing the Company’s data security programs, including cyber security and procedures, data privacy and network security. The Audit and Compliance Committee also oversees the delegation of responsibility for the oversight of specific risk areas among the other Board committees, consistent with Ernst & Young where he workedthe committees’ charters and responsibilities.

The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. For additional information regarding the Company’s risk assessment of its compensation programs and practices, and relevant

considerations in connection therewith, see “Compensation Discussion and Analysis — Risk Assessment of Executive Compensation.”

Management provides regular updates throughout the year to the respective Board committees regarding the management of the risks each committee oversees, and each of these committees discusses those risks with the full Board at either regular meetings of the Board or at committee meetings in which all Board members participate. At least once every year, the Audit and Compliance Committee reviews the allocation of risk responsibility among the Board’s committees and implements any changes it deems appropriate. The Audit and Compliance Committee, together with the full Board of Directors, is actively involved in the audit divisionoversight of risk issue identification and assessment at the Company and mitigation strategies employed by the Company with companies inrespect to each of these risks.

In addition to the banking, textiles, automotive and shipping industries.

Dr. Williams’ educational background (MBA in accountingreports from the Universitycommittees, the Board receives presentations throughout the year from various department and business unit leaders that include discussions of Wisconsin-Madison; Ph.D.possible risks. At each Board meeting, the Executive Chairman and the Chief Executive Officer address, in accountinga director-only session, matters of particular importance or concern, including any areas of risk that require attention from Universitythe Board. Additionally, through dedicated sessions focusing entirely on corporate strategy, the full Board reviews in detail the Company’s short and long-term strategies, including consideration of Georgia;risks facing the Company and J.D.their potential impact.

We believe that our approach to risk oversight, as described above, optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit decisions, and LL.M. degrees from Georgetown University Law Center)approach emerging risks in a proactive manner for the Company. We also believe that our risk structure complements our current Board leadership structure, as it allows our independent directors, through the three fully independent Board committees, as well as the Lead Director, to exercise effective oversight of the actions of management, led by Mr. Smith as Executive Chairman and his extensive teaching experience provide additional accounting expertise toMr. Hingtgen as Chief Executive Officer, in identifying risks and implementing effective risk management policies and controls.

What are the standing committees of the Board of Directors. Additionally, his diverse experience, including servingDirectors?

Our Board of Directors has three standing committees: Audit and Compliance, Compensation, and Governance and Nominating. Each of these committees is comprised solely of independent directors, and each independent director meets the additional criteria for committee membership, as president of academic institutions and service onset forth in the boards ofapplicable committee charter. Each standing committee operates pursuant to a number of non-profit institutions and a bank, bring a unique perspective to the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

committee charter. The following table sets forth information as of March 1, 2018, except as otherwise footnoted, with respect to ownershipcurrent composition of our Common Stock by:

each person known by us to be a beneficial owner of more than 5% of our Company’s Common Stock;

each of our directors and nominees;

each of our executive officers named in the Summary Compensation Table on page 56 of this Proxy Statement; and

all of our directors and executive officers as a group.

The Audit and Compliance Committee held eight (8) meetings during 2020. The other independent members of the Board of Directors were invited to and generally attended the meetings of the Audit and Compliance Committee. As set forth in its charter, the Audit and Compliance Committee’s responsibility is to provide advice and counsel to management regarding, and to assist the Board of Directors in its oversight of: (i) the integrity of the Company’s consolidated financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the requirements of the Corporate Integrity Agreement, Amended, dated September 21, 2018, between the Company and the Office of Inspector General of the United States Department of Health and Human Services, and any amendments thereto; (iv) the independent registered public accounting firm’s qualifications and independence; (v) the performance of the Company’s internal audit function and its independent registered public accounting firm; and (vi) the Company’s policy on the use of derivative products. As discussed above under “How does the Board of Directors Oversee Risks”, the Audit and Compliance Committee also has oversight responsibilities with respect to enterprise risk management and the Company’s data security programs. The Audit and Compliance Committee report is incorporated herein by reference to Part III of the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2021 under “Item 10. Directors, Executive Officers and Corporate Governance.”

The Compensation Committee held four (4) meetings during 2020. The primary purpose of the Compensation Committee is to: (i) assist the Board of Directors in discharging its responsibilities relating to compensation of the Company’s executives; (ii) administer the Company’s cash-based incentive compensation plans with regard to executive officers of the Company; (iii) approve awards and grants and administer outstanding awards and grants of equity-based compensation arrangements to directors, employees, and others pursuant to the Company’s equity compensation plans; and (iv) produce an annual report on executive compensation for inclusion in the Company’s Proxy Statement in accordance with applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee’s report is set forth later in this Proxy Statement.

As set forth in its charter, the primary responsibilities of the Compensation Committee are to oversee the elements of the compensation arrangements available to the Company and its subsidiaries that are used to compensate the Company’s executive officers, and in particular, the Executive Chairman and the Chief Executive Officer. The Compensation Committee also approves the goals and objectives relevant to the compensation of the Executive Chairman, the Chief Executive Officer and the other executive officers and determines whether targets have been attained in connection with target-based compensation awards and equity grants.

Pursuant to its charter, the Compensation Committee has authority to engage its own executive compensation consultants and legal advisors. Since 2005, Mercer Human Resources Consulting (“Mercer”), which is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”), has served as the independent executive compensation consultant to the Compensation Committee. A representative of Mercer attends meetings of the Compensation Committee and communicates with the Compensation Committee chair between meetings on matters related to executive compensation. Mercer’s fees for serving as the Compensation Committee’s independent executive compensation consultant in 2020 were approximately $227,000. During 2020, the Company, at the direction of management, also retained MMC or its affiliates to provide limited consulting services to management, which services were limited primarily to conducting actuarial analyses of the Company’s Supplemental Executive Retirement Plans. In 2020, the total amount paid to MMC or its affiliates for such services was approximately $82,000. Although the Compensation Committee is aware that the Company uses MMC or its affiliates for such services, it does not specifically approve those services. The Compensation Committee has assessed Mercer’s independence pursuant to the independence factors set forth for compensation consultants in the NYSE listing standards and in the Compensation Committee’s charter and has determined that no conflicts of interest exist.

The Governance and Nominating Committee met two (2) times during 2020. The primary responsibilities of the Governance and Nominating Committee are to: (i) identify individuals qualified to become Board members and to select, or recommend that the Board select, the director nominees for the next annual meeting of stockholders and make recommendations for directors’ assignments to the committees of the Board; (ii) develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; (iii) review the corporate governance guidelines at least annually and make any recommended changes, additions or modifications; (iv) assist the Board by making recommendations regarding compensation for directors; and (v) subject to Delaware law, review and approve the Company’s policies on and responses to important stockholder issues and proposals, and recommend to the Board the placement of stockholder proposals, and the Board’s response thereto, in the proxy statement.

Who are the Company’s audit committee financial experts?

Our Board has determined that all five of the members of our Audit and Compliance Committee are “audit committee financial experts” as defined by the Exchange Act — John A. Clerico, Michael Dinkins, James S. Ely III, Elizabeth T. Hirsch, and H. James Williams, Ph.D.

Does the Company have limitations regarding service on other boards by the Company’s directors?

Yes, in order to ensure that our directors have sufficient time to devote to Company matters, under the Company’s Governance Guidelines, no non-management director of the Company may serve on more than four public companies’ boards of directors, including our Board. In addition, no member of the Company’s Audit and Compliance Committee may serve on more than two other companies’ audit committees. No director who is an executive officer of the Company may serve on more than two public companies’ boards of directors, including our Board. The Executive Chairman and the Chief Executive Officer are required to obtain the approval of the Governance and Nominating Committee prior to accepting any nomination or appointment to serve on the board of directors of another public company. In addition, a director of the Company is required to notify the chair of the Company’s Governance and Nominating Committee and the Corporate Secretary in a timely fashion of his or her appointment to or resignation from the board of directors of another public company. Any member of the Audit and Compliance Committee is also required to notify the chair of the Company’s Governance and Nominating Committee and the Corporate Secretary of his or her appointment to or resignation from another company’s audit committee.

Does the Company have a code of conduct?

The Company has a robust compliance program, the cornerstone of which is our Code of Conduct. Our Code of Conduct has been adopted and implemented throughout our organization and is applicable to all members of the Board of Directors and our officers, as well as employees of our subsidiaries. A variation of this Code of Conduct has been in effect at our Company since 1997.

Where can I obtain a copy of the Company’s Board of Directors’ governance documents?

Copies of the current version of our Governance Guidelines, including our independence standards, along with current versions of our By-laws, Code of Conduct and Board committee charters are posted on our internet website in the Company Overview — Corporate Governance section (www.chs.net/company-overview/corporate-governance/). These items are also available in print to any stockholder who requests them by writing to Community Health Systems, Attn: Investor Relations, 4000 Meridian Boulevard, Franklin, TN 37067.

How are the Company’s Directors compensated?

Our Board of Directors has approved a compensation program for non-management directors, which consists of both cash and equity-based compensation. Non-management director compensation is typically reviewed annually by the Governance and Nominating Committee, in consultation with the Compensation Committee’s independent executive compensation consultant, Mercer Human Resources Consulting, and adjusted if needed, on the same cycle as is our executive compensation. In addition, to further align directors’ interests with the long-term interests of stockholders, the Company requires that at least 50% of the non-management directors’ annual compensation be paid in the form of equity in the Company.

For 2020, consistent with past practice, the non-management directors’ compensation package was reviewed by the Governance and Nominating Committee, in consultation with Mercer. For 2020, Mercer advised that, based on a review of the board compensation paid by our peer group as set forth below under “Compensation Discussion and Analysis — Components of the Executive Compensation Program — Peer Group Companies (for 2020 Compensation Cycle),” the annual total compensation package of $290,000 (exclusive of the annual stipends paid to the lead director and the chairs of the Board’s three standing committees as referenced below) paid to our non-management directors in 2019 continued to be generally consistent with the median total director compensation package paid by companies within our peer group. Mercer also advised that the additional annual stipends paid to the lead director and the three committee chairs in 2019 continued to be generally consistent with the median of such stipends paid by companies within our peer group. Taking Mercer’s review into account, the Governance and Nominating Committee recommended that no changes be made to the directors’ compensation package for 2020. As such, in 2020, each non-management director received a cash stipend of $120,000 as well as an equity award with a grant date fair value of approximately $170,000 (both of which were unchanged from the amounts awarded to our non-management directors in 2019). For 2020, the additional annual stipends paid to the lead director and the three committee chairs remained unchanged from 2019, and were as follows: Lead Director, $35,000; Audit and Compliance Committee chair, $20,000; Compensation Committee chair, $15,000; and Governance and Nominating Committee chair, $12,250.

As previously discussed in a Current Report on Form 8-K filed by us on April 8, 2020, each of our non-management directors voluntarily agreed to a 25% reduction in their annual cash stipend for 2020, including the additional cash stipends paid to the lead director and the three committee chairs as noted above. These reductions enabled the Company to make a donation to the CHS Cares Fund, a non-profit charitable fund whose sole purpose is to provide financial assistance to employees of the Company’s affiliated entities who have experienced hardship due to events beyond their control, including the COVID-19 pandemic.

The annual cash stipend payable to all non-management directors and the additional annual stipends payable to the Lead Director and the three committee chairs were paid in quarterly installments in 2020. In conjunction with their voluntary 25% reduction in their cash stipends for 2020 as noted above, the non-management directors did not receive the quarterly installment that would otherwise have been paid at the conclusion of the 2^nd quarter of 2020. No separate meeting attendance fees are paid to the directors. All directors are reimbursed for their out-of-pocket expenses arising from attendance at meetings of the Board and its committees.

In March 2020, at the same time that management’s long-term incentive (“LTI”) awards were granted, each of our non-management directors was granted 34,483 restricted stock units in respect of the equity portion of the non-management directors’ compensation. On the date of grant, these awards had an actual award value of approximately $170,000 per non-management director, which represented the number of restricted stock units valued at $170,000 (based on the closing market price of our Common Stock on that date of $4.93/share) rounded to the nearest whole number of units.

Any non-management director who joins our Board of Directors during the first six months of the year will receive the same number of restricted stock units as is awarded to the other non-management directors as stock-based compensation for that year; however, if a non-management director’s appointment occurs during the last six months of the year such non-management director will receive no stock-based compensation until the following year.

The restricted stock unit awards to our non-management directors vest in one-third increments on each of the first three anniversaries of the grant date for so long as the director is a member of the Board. If a non-management director’s service as a member of the Board terminates as a result of death, disability, or for any other reason (other than “for cause”), all unvested restricted stock units held by such non-management director will vest as of the date of termination. Beginning with the restricted stock unit awards granted in 2020, a non-management director may elect, prior to the beginning of the calendar year in which the award is granted, to defer the receipt of shares of the Company’s Common Stock issuable upon vesting until either his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. In the absence of a prior deferral election, the non-management director will receive shares of the Company’s Common Stock issuable upon the vesting of such restricted stock units.

Prior to the beginning of the calendar year, a non-management director may also elect to defer some or all of their cash compensation for the upcoming year into a cash account or stock unit account pursuant to the Company’s Directors’ Fees Deferral Plan, amended and restated as of December 10, 2008. When making a deferral election, a non-management director may elect to receive payment for the deferred amounts in a lump sum or in annual installments beginning either upon the last day of the fiscal quarter following his or her separation from service with the Company or his or her attainment of an age specified by the non-management director. None of the non-management directors elected to defer any portion of their cash compensation payable in 2020 under the Company’s Directors’ Fees Deferral Plan, except for Dr. Krishnan, who elected to defer the entire amount of his cash compensation into a cash account.

Management directors do not receive any additional compensation for their service on the Board.

Non-Management Director Compensation

The following table summarizes the aggregate fees earnedand the value of equity-based awards earned by our non-management directors in 2020:

How are Directors nominated by the Company?

The Governance and Nominating Committee has responsibility for the director nomination process.

The Governance and Nominating Committee believes that the minimum qualifications that must be met by any director nominee, including any director nominee who is recommended by stockholders, include (i) a reputation for the highest ethical and moral standards, (ii) good judgment, (iii) a positive record of achievement, (iv) if on other boards, an excellent reputation for preparation, attendance, participation, interest and initiative, (v) business knowledge and experience relevant to the Company, and (vi) a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively.

The qualities and skills necessary in a director nominee are governed by the specific needs of the Board at the time the Governance and Nominating Committee determines to nominate a candidate for director. The specific requirements of the Board will be determined by the Governance and Nominating Committee and will be based on, among other things, the Company’s then-existing strategies and business, market and regulatory environments, and the mix of perspectives, experience and competencies then represented by the other Board members. The Governance and Nominating Committee will also take into account the views of the Executive Chairman and the Chief Executive Officer as to areas in which management desires additional advice and counsel.

When the need to recruit a director arises, the Governance and Nominating Committee will consult the other directors, including the Executive Chairman and the Chief Executive Officer and, when deemed appropriate, utilize fee-paid third-party recruiting firms to identify potential candidates. The candidate evaluation process may include inquiries as to the candidate’s reputation and background, examination of the candidate’s experiences and skillsin relation to the Board’s requirements at the time, consideration of the candidate’s independence as measured by the Company’s independence standards, and other considerations as the Governance and Nominating Committee deems appropriate at the time. Prior to formal consideration by the Governance and Nominating Committee, any candidate who passes such screening would be interviewed by the chair of the Governance and Nominating Committee, the Executive Chairman and the Chief Executive Officer.

What diversity considerations are evaluated in nominating Directors?

As set forth in the charter of the Governance and Nominating Committee, the nominating criteria require the committee to “determine as necessary the portfolio of skills, experience, perspective and background required for the effective functioning of the Board.” The most robust selection process occurs at the time a new director is being added. The Governance and Nominating Committee takes

into account a variety of factors in selecting and nominating individuals to serve on the Board of Directors, including:

The Governance and Nominating Committee seeks candidates with broad backgrounds and experience that will enable them to serve on and contribute to any of the Board’s three standing committees. In addition, every director nominee should demonstrate a strong record of integrity and ethical conduct, an absence of conflicts that might interfere with the exercise of his or her independent judgment, and a willingness and ability to represent all stockholders of the Company.

The experience and skills of each of the members of the Board of Directors is described below under “Members of the Board of Directors.” The Governance and Nominating Committee considers and assesses these contributions and the effectiveness of its nominating criteria in connection with nominating individuals to serve on the Board of Directors.

How can stockholders nominate or recommend individuals to serve on the Company’s Board?

There are two ways in which stockholders can participate in the nomination process.

potential nominees for

When evaluating any director recommendations or nominations properly submitted by a stockholder as set forth above, the Governance and Nominating Committee will conduct the same analysis that it conducts with respect to its director nominees or other potential candidates recommended by a Board member, management, a search firm or other source.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEHow can I submit a stockholder proposal or bring business for the 2022 Annual Meeting of Stockholders?

Section 16(a)If a stockholder seeks to have a proposal included in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act, requiresthe proposal must be received by the Company no later than December 2, 2021 and be submitted in accordance with applicable SEC rules, including Rule 14a-8. Such proposals must be delivered to Community Health Systems, Inc., Attn: Corporate Secretary, 4000 Meridian Boulevard, Franklin, TN 37067.

If a stockholder seeks to bring business before our executive officers, directors and persons who beneficially own greater than 10%annual meeting that is not the subject of a registered class of our equity securitiesproposal submitted for inclusion in the proxy statement under Rule 14a-8 (excluding director nominations, which are discussed above under “How can stockholders nominate or recommend individuals to file reports of ownership and changesserve on the Company’s Board?”), such stockholder must bring such business in ownershipcompliance with the SEC. These persons are requiredadvance notice procedures described in the By-laws. For the Company’s 2022 Annual Meeting of Stockholders, the Corporate Secretary must receive notice of such business no earlier than January 16, 2022 and no later than February 15, 2022 (or, if the annual meeting is called for a date that is not within 30 days of May 11, 2022, the notice must be received by regulationthe later of the date that is 90 days prior to furnish us with copiessuch annual meeting or the 10^th day following the date such annual meeting is first publicly announced or disclosed). In addition, any such business to be brought before our annual meeting must be in proper written form and must meet the detailed disclosure and other requirements applicable to such matters set forth in the advance notice provisions of all Section 16(a) reports that they file. Based solely on our review of copies of these reports that we have received and on representations from all reporting persons who are our directors and executive officers, we believe that during 2017 all of our officers, directors and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements.the Company’s By-laws.

RELATIONSHIPS AND CERTAIN TRANSACTIONS BETWEENMEMBERS OF THE COMPANY AND ITS OFFICERS,BOARD OF DIRECTORS AND 5% BENEFICIAL OWNERS AND THEIR FAMILY MEMBERS

On March 31, 2017, CHSPSC, LLC entered into a consulting agreement with Rachel A. Seifert, the Company’s former Executive Vice President, Secretary and General Counsel, upon her retirement. The Company believes that the compensation paid to Ms. Seifert under her consulting agreement is on terms as favorable to the Company as could have been maintained with an unrelated third party. Pursuant to the consulting agreement, Ms. Seifert provides certain consulting services related to legal matters as requested by our Chief Executive Officer. The term of the consulting agreement is from April 1, 2017 to March 31, 2019. During the term of the consulting agreement, Ms. Seifert receives consulting fees of $20,833 per month, and she is subject to restrictions on competing with the Company or its affiliates. For the duration of the consulting agreement, Ms. Seifert’s previously granted stock options will remain in effect in accordance with the applicable terms of their grant. During the term of the consulting agreement, Ms. Seifert will also continue to vest in previously granted restricted stock of the Company in accordance with the applicable time-vesting schedule.

On May 16, 2017, CHSPSC, LLC, a wholly-owned subsidiary of the Company, entered into a consulting agreement with W. Larry Cash, the Company’s former President of Financial Services and Chief Financial Officer, upon his retirement. The Company believes that the compensation paid to Mr. Cash under his consulting agreement is on terms as favorable to the Company as could have been maintained with an unrelated third party. Pursuant to the consulting agreement, Mr. Cash provides certain consulting services related to matters of financial service operations, healthcare management and other assignments as requested by our Chief Executive Officer. The term of the consulting agreement is from May 17, 2017 to March 31, 2020. During the term of the consulting agreement, Mr. Cash receives consulting fees of $25,000 per month, and he is subject to restrictions on competing with the Company or its affiliates. For the duration of the consulting agreement, Mr. Cash’s previously granted stock options will remain in effect in accordance with the applicable terms of their grant. During the term of the consulting agreement, Mr. Cash will also continue to vest in previously granted restricted stock of the Company in accordance with the applicable vesting schedule.

On December 1, 2017, CHSPSC, LLC, a wholly-owned subsidiary of the Company, entered into a consulting agreement with Michael T. Portacci, upon his retirement as Division President — Division II Operations. The Company believes that the compensation to be paid to Mr. Portacci under his consulting agreement is on terms as favorable to the Company as could have been maintained with an unrelated third party. Pursuant to the consulting agreement, Mr. Portacci provides certain consulting services related to matters of administration, healthcare operations, healthcare management and other matters as requested by our Chief Executive Officer. The term of the consulting agreement is from December 4, 2017 to March 31, 2020. During the term of the consulting agreement, Mr. Portacci receives consulting fees of $12,500 per month from December 2017 through November 2019 (with no consulting fees payable for the period from December 2019 through March 2020), and he is subject to restrictions on competing with the Company or its affiliates. For the duration of the consulting agreement, Mr. Portacci’s previously granted stock options will remain in effect in accordance with the applicable terms of their grant. During the term of the consulting agreement, Mr. Portacci will also continue to vest in previously granted restricted stock of the Company in accordance with the applicable vesting schedule.

The Company employs Brad Cash, son of W. Larry Cash. In 2017, Brad Cash received a base salary of $338,168 and earned a bonus of $133,125 for 2017, which was paid in 2018. He also earned an additional bonus totaling $15,000 for his leadership in transactions at certain hospitals. In 2017, he also received grants of restricted stock awards with an aggregate grant date fair value of $134,960 while serving as a financial executive with responsibility for coordinating the efforts of all of our