TABLE OF CONTENTS

Certain statements contained in this proxy statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward looking statements. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 20212022 Annual Report on Form 10-K and subsequent Securities and Exchange Commission filings. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

QUESTIONS AND ANSWERS

A:    This proxy statement was first mailed or made available to stockholders on or about March 11, 2022.10, 2023. Our 20212022 Annual Report to Stockholders is being mailed or made available with this proxy statement. The 20212022 Annual Report to Stockholders is not part of the proxy solicitation materials.

A:    Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to our proxy materials and 20212022 Annual Report to Stockholders over the Internet. Accordingly, we are sending to our stockholders of record and beneficial owners a notice of Internet availability of the proxy materials (“Internet Notice”) instead of sending a paper copy of the proxy materials and 20212022 Annual Report to Stockholders. All stockholders receiving the Internet Notice will have the ability to access the proxy materials and 20212022 Annual Report to Stockholders on a website referenced in the Internet Notice or to request a printed set of the proxy materials and 20212022 Annual Report to Stockholders. Instructions on how to access the proxy materials and 20212022 Annual Report to Stockholders over the Internet or to request a printed copy may be found in the Internet Notice and in this proxy statement. In addition, the Internet Notice contains instructions on how you may request to receive our proxy materials and 20212022 Annual Report to Stockholders in printed form by mail or electronically on an ongoing basis.

A:    At the annual meeting, stockholders will act upon the following matters outlined in the notice of meeting on the cover page of this proxy statement: the election of each of the directors nominated by the Board of Directors; the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;2023; the approval of the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan; an advisory resolution to approve our executive compensation as described in this proxy statement (“say-on-pay”); the consideration and vote upon a stockholder proposal regarding political spending disclosure, if properly presented;

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and the consideration and vote upon a stockholder proposal regarding lobbying disclosure,an amendment to the Patient Safety and Quality of Care Committee charter, if properly presented.

In addition, following the formal business of the meeting, our management team will be available to respond to questions from our stockholders.

A:    You may vote on the election of directors nominated to serve on our Board of Directors; the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;2023; the approval of the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan; the advisory say-on-pay resolution to approve our executive compensation; the stockholder proposal regarding political spending disclosure, if properly presented; and the stockholder proposal regarding lobbying disclosure,an amendment to the Patient Safety and Quality of Care Committee charter, if properly presented.

To Vote Over the Internet Prior to the Annual Meeting:

Log on to the Internet and go to the website www.proxyvote.com (24 hours a day, 7 days a week). Have your Proxy Card available when you access the website. You will need the control number from your Proxy Card to vote.

To Vote By Telephone:

On a touch-tone telephone, call 1-800-690-6903 (24 hours a day, 7 days a week). Have your Proxy Card available when you make the call. You will need the control number from your Proxy Card to vote.

A:    Ratification of Ernst & Young LLP: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20222023 must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be approved.

Employee Stock Purchase Plan: The approval of the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be approved.

Advisory Say-On-Pay Resolution: The advisory say-on-pay resolution to approve our executive compensation must receive affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote to be

A:    If you are a registered stockholder and you do not sign and return your Proxy Card or vote by telephone or over the Internet prior to the annual meeting, your shares will not be voted at the annual meeting unless you vote during the annual meeting. Questions concerning stock certificates and registered stockholders may be directed to EQ Shareowner Services at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120-4100 or by telephone at 1-800-468-9716 (domestic) or 1-651-450-4064 (outside the U.S.). If your shares are held in street name and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under New York Stock Exchange (“NYSE”) rules, Proposal 2 relating to the ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter and brokers and nominees may exercise their voting discretion without receiving instructions from the beneficial owner of the shares. Proposals 1, 3, 4, 5 and 56 are non-routine matters and, therefore, may only be voted in accordance with instructions received from the beneficial owner of the shares.

A:    Any stockholder proposal must be submitted in writing to our Corporate Secretary at HCA Healthcare, Inc., One Park Plaza, Nashville, Tennessee 37203, prior to the close of business on November 11, 2022,2023, to be considered timely for inclusion in next year’s proxy statement and form of proxy. Such proposal must also comply with SEC regulations, including Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

We have also adopted a proxy access right that permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our bylaws. Under our bylaws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement and form of proxy must be submitted to the Corporate Secretary at the address specified above no earlier than October 12, 20222023 and no later than November 11, 2022;2023; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of this year’s

The information provided on or accessible through our website is not part of this proxy statement and is not incorporated herein by this or any other reference to our website provided in this proxy statement.

A:    The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Internet Notice or proxy statement addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers may be householding our Internet Notice or proxy materials by delivering a single Internet Notice or proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, or us, that they, or we, will be

COMPANY SUMMARY

HCA Healthcare, Inc. is one of the leading health care services companies in the United States. As of December 31, 2021,January 1, 2023, we operated 182180 hospitals, comprised of 175173 general, acute care hospitals; five psychiatric hospitals; and two rehabilitation hospitals. We also operate numerous outpatient health care facilities, which include freestanding surgery centers, freestanding emergency care facilities, urgent care facilities, walk-in clinics, diagnostic and imaging centers, radiation and oncology therapy centers, comprehensive rehabilitation and physical therapy centers, physician practices, home health, hospice, outpatient physical therapy home and community-based services providers, and various other facilities. Our facilities are located in 20 states and England.

HCA Healthcare Hospitals

Our other sites of care

Our common stock is traded on the NYSE (symbol “HCA”). Through our predecessors, we commenced operations in 1968. HCA Healthcare, Inc. was incorporated in Delaware in October 2010. Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is (615) 344-9551.

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CORPORATE GOVERNANCE

We are committed to employing robust corporate governance practices, which we have enhanced over time, and believe that our existing corporate governance practices empower stockholders and promote accountability.

Director Independence.  Our Board of Directors currently consists of eleven directors. NYSE listing standards require that a majority of our directors be independent in accordance with the independence requirements set forth in such listing standards. In addition, our Audit and Compliance Committee, Compensation Committee and Nominating and Corporate Governance Committee must be composed solely of independent directors to comply with such listing standards and, in the case of our Audit and Compliance Committee, with SEC rules.

Our Board of Directors affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NYSE listing standards as well as certain Board-adopted categorical independence standards. These guidelines are contained in our Corporate Governance Guidelines which are posted on the Corporate Governance portion of our website located at www.hcahealthcare.com. The Board first analyzes whether any director has a relationship covered by the NYSE listing standards that would prohibit an independence finding for Board or committee purposes. Management then provides the Board with relevant known facts and circumstances, and their analysis thereof, of any relationship of a director to HCA or to our management that does not fall within the parameters set forth in the Board’s separately adopted categorical independence standards to determine whether or not that relationship is material. The Board may determine that a director who has a relationship that falls outside of the parameters of the categorical independence standards is nonetheless independent (to the extent that the relationship would not constitute a bar to independence under the NYSE listing standards).

Our Board of Directors has affirmatively determined that Meg G. Crofton, Robert J. Dennis, Nancy-Ann DeParle, Charles O. Holliday, Jr., Hugh F. Johnston, Michael W. Michelson, Wayne J. Riley, M.D. and Andrea B. Smith are independent from our management under both the NYSE’s listing standards and our additional standards. The Board has also affirmatively determined that Messrs. Holliday, Johnston and Michelson, Dr. Riley and Ms. Smith, the members of our Audit and Compliance Committee, meet the independence requirements of Rule 10A-3 of the Exchange Act. Any relationships between an independent director and HCA or our management fell within the Board-adopted categorical standards and, accordingly, were not specifically reviewed by our Board.

On November 17, 2006, a predecessor entity, HCA Inc., was acquired by a private investor group, including affiliates of or funds sponsored by Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co., BAML Capital Partners (formerly Merrill Lynch Global Private Equity) (each, a “Sponsor”) and affiliates of HCA founder Dr. Thomas F. Frist, Jr. (the “Frist Entities,” and together with the Sponsors, the “Investors”) and by members of management and certain other investors (the “Merger”). In connection with the Merger, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Hercules Holding II (f/k/a Hercules Holding II, LLC) (“Hercules Holding”) and the Investors which, among other things, currently provides for certain rights of the Frist Entities to nominate two members of our Board of Directors. See “Directors” and “Certain Relationships and Related Person Transactions.”

Executive Sessions.  Our Corporate Governance Guidelines provide that non-management directors shall meet at regularly scheduled executive sessions, which will typically occur at regularly scheduled Board meetings, without any member of management present and must so meet at least annually. In addition, at least annually the independent directors shall meet in separate executive session. Mr. Thomas F. Frist III, the Chairman of our Board of Directors, presides over meetings of the non-management directors, and Mr. Holliday serves as the independent presiding director. Effective at the annual meeting, Mr. Holliday will be retiring from the Board of Directors, and Mr. Michelson will replace Mr. Holliday as the independent presiding director. Our Corporate Governance Guidelines also provide that the independent and/or non-management directors shall be entitled, acting as a group by vote of a majority of such independent and/or non-management directors, to retain legal counsel,

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accountants, health care consultants, or other experts, at the Company’s expense, to advise the independent and/or non-management directors concerning issues arising in the exercise of their functions and powers.

Board Diversity.  We value diversity and endeavor to have a Board representing diverse experience at policy-making levels in business, education or other areas that are relevant to the Company’s business. Our Corporate Governance Guidelines provide that the initial pool of candidates from which the Nominating and Corporate Governance Committee recommends nominees should include qualified female and racially/ethnically diverse candidates, and any third-party search firm that the Nominating and Corporate Governance Committee engages to identify such candidates shall be requested to include qualified female and racially/ethnically diverse candidates in such initial pool. Four out of 11 (36%10 (40%) of our Board nominees are diverse based on gender or race/ethnicity.

Racial/Ethnic Diversity		Gender Diversity

Board Tenure.  Our Company seeks to have a well-balanced mix of tenure on our Board. Our longest tenured directors are members of the Company’s founding family, representing the third generation of Frist family members to have served on our Board and highlighting the family’s commitment to the long-term success of our Company. The average tenure of our directorsdirector nominees is approximately 6.57.6 years, bringing a valuable mix of Company knowledge, fresh perspectives and industry insights to the Board.

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We do not have term limits for our directors. All directors are elected for one-year terms without staggered terms, and each year, all directors must be nominated and stand for election for another year. However, our Corporate Governance Guidelines provide that no person shall be nominated to the Board who has attained the age of 75 or more on or before the first day of the proposed term of office. Under certain special circumstances, the Board may make an exception to this retirement policy.

Stockholder Nominees.  Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual or special meeting of stockholders must provide a timely notice of their proposal in writing and otherwise in proper form to the Corporate Secretary of the Company. Generally, to be timely, a stockholder’s notice must be delivered to, mailed to or received at our principal executive offices, addressed to the Corporate Secretary of the Company, and within the following time periods:

In no event shall an adjournment, postponement or deferral, or public disclosure of an adjournment, postponement or deferral, of a meeting of the stockholders commence a new time period (or extend any time period) for the giving of the stockholder notice. Our bylaws require that stockholders comply with the procedural and disclosure requirements set forth therein in connection with nominating candidates for election as directors and soliciting proxies or votes in support therefor.

The Company has also adopted a proxy access right that permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our bylaws. The number of potential proxy access nominees nominated by all eligible stockholders shall not exceed the greater of (A) two or (B) 20% of the directors then in office. Under our bylaws, to be considered timely, compliant notice of proxy access director nominations for next year’s proxy statement and form of proxy must be submitted to the Corporate Secretary at the address specified above no earlier than 150 days and no later than 120 days prior to the first anniversary of the date the Company mailed its proxy statement for the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after the anniversary date of the preceding year’s annual meeting, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than 90 days prior to such annual meeting or, if later, the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first.

The foregoing is a summary of the requirements for stockholders to nominate persons for election to our Board of Directors, which requirements are set out fully in our bylaws, and the foregoing description is qualified by reference to the full text of our bylaws. You should consult our bylaws for more detailed information regarding the processes by which stockholders may nominate directors, including the specific requirements regarding the content of the written notices and other related requirements. Our bylaws are posted on the Corporate Governance portion of our website located at www.hcahealthcare.com.

Board Leadership Structure.  The Board of Directors regularly considers the appropriate leadership structure for the Company and has concluded that the Company and its stockholders are best served by the Board of Directors retaining discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman of the Board of Directors, or whether the roles should be separated. The Board of Directors believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure for the Company. Accordingly, at different points in the Company’s history, the Chief Executive Officer and Chairman of the Board of Directors roles have been held by the same person. At other times, the roles have been held by different individuals. In each instance, the decision on whether to combine or separate the roles was made in the best interests of the Company’s stockholders, based on the circumstances at the time.

The Board of Directors has appointed Thomas F. Frist III to serve as Chairman and Mr. Holliday to serve as the independent presiding director of the Board of Directors. Effective at the annual meeting, Mr. Holliday will be retiring from the Board of Directors, and Mr. Michelson will replace Mr. Holliday as the independent presiding director. Mr. Frist III is the son of HCA founder Dr. Thomas F. Frist, Jr. Mr. Frist III has been a member of the Board of Directors since 2006; he, along with certain other members of his family, collectively own approximately 23%25% of our common stock.

As Chairman, Mr. Frist III leads the activities of the Board of Directors, including calling meetings of the Board and non-management directors, as necessary, setting the agenda for Board meetings in consultation with the CEO, chairing executive sessions of the non-management directors, engaging with stockholders as appropriate, and acting as an advisor to Mr. Hazen on strategic aspects of the CEO role, with regular consultations on major developments and decisions. The Board believes that this leadership structure is appropriate given Mr. Frist III’s experience, historical association with HCA and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues, including with respect to risk oversight, and helps the Company operate in the long-term interests of stockholders.

Consistent with our commitment to good governance, and as further described above, non-management directors meet at regularly scheduled executive sessions, which typically occur at regularly scheduled Board meetings, without any member of management present. In addition, at least annually the independent directors meet in separate executive session. Our Board believes its current leadership structure effectively allocates authority, responsibility, and oversight between management and the non-management and independent members of our Board. It gives primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while the Chairman, coupled with strong independent director leadership in the form of an independent presiding director, facilitates our Board’s independent oversight of management, promotes communication between management and our Board, engages with stockholders and leads our Board’s consideration of key governance matters. We plan to continue to examine our corporate governance policies and leadership structure on an ongoing basis to ensure that they continue to meet the Company’s needs.

Board’s Role in Risk Oversight.  Risk is inherent with every business. Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for a company. The involvement of the full Board of

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Directors in setting our business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company.

Board and Committee Evaluations.  Our Nominating and Corporate Governance Committee, acting on behalf of the Board, conducts an annual evaluation of the Board’s performance. This evaluation considers the Board’s contribution as a whole and specifically reviews areas in which the Board and/or senior management believes additional contributions could be made. The purpose of the evaluation is to increase the effectiveness of the Board. In addition, each Board committee, under the oversight of the Nominating and Corporate Governance Committee, conducts an annual evaluation of that committee. These evaluations include a review of the committee’s compliance with its charter and its overall contribution. The results of the annual evaluations are discussed by each committee and the Board as a whole, and the independent presiding director and chair of the Nominating and Corporate Governance Committee discuss the results individually with each director.

determined that each of Charles O. Holliday, Jr., Hugh F. Johnston, Michael W. Michelson, Wayne J. Riley, M.D. and Andrea B. Smith is an “audit committee financial expert.” The Audit and Compliance Committee is responsible for, among other things:

As noted above, the Audit and Compliance Committee is responsible for reviewing the Company’s information security programs, including cyber security. The Company annually engages third parties (as well as our own internal audit department) to audit the Company’s information security programs, whose findings are reported to the Audit and Compliance Committee. We also actively engage with key vendors, industry participants, the U.S. Department of Homeland Security and intelligence and law enforcement communities as part of our efforts, which are reported to the Audit and Compliance Committee. Our Chief Security Officer, who manages our information security training and awareness program, also updates the Audit and Compliance Committee on a quarterly basis regarding information security matters. Our Board also receives annual trainingperiodic updates relating to information security and cyber security risks.

Manual, as applicable. Based on this review, the Compensation Committee is not aware of any conflict of interest that has been raised by work performed by Semler Brossy. A consultant from Semler Brossy attends most of the Compensation Committee meetings and supports the Compensation Committee’s role by providing independent expertise and advice. Semler Brossy’s main responsibilities are to:

Patient Safety and Quality of Care Committee.  Our Patient Safety and Quality of Care Committee is composed of Meg G. Crofton, Nancy-Ann DeParle, William R. Frist, Wayne J. Riley, M.D. (Chair) and Andrea B. Smith. This committee reviews our policies and procedures relating to the delivery of quality medical care to patients as well as matters concerning or relating to the efforts to advance the quality of health care provided and patient safety and policies and practices for promoting the Company’s commitment to equity of patient care. This committee also reviews, as appropriate, information related to the Company’s quality, clinical risk, patient safety and performance improvement. The Patient Safety and Quality of Care Committee has adopted a charter which can be obtained on the Corporate Governance page of our website at www.hcahealthcare.com. In 2021,2022, the Patient Safety and Quality of Care Committee met four times.times.

Stockholder Engagement.  The Company engages with stockholders throughout the year primarily through regular investor relations meetings and stockholder outreach sessions. The Company views its interactions with stockholders as a two-way dialogue and seeks to provide information and perspective concerning various subjects, such as the Company’s performance, strategy, corporate responsibility, corporate governance, environmental strategy, diversity, quality and equity of care and executive compensation-related matters. The Company also solicits and receives feedback on a regular basis with respect to a broad range of topics including performance, strategy, corporate responsibility, corporate governance and executive compensation related matters.

may be referred to our internal audit, legal, finance, financial reporting or other appropriate department. We will treat a complaint or concern about questionable accounting or auditing matters confidentially if requested, except to the extent necessary to protect the Company’s interests or to comply with an applicable law, rule or regulation or order of a judicial or governmental authority.

Our policy prohibits any employee from retaliating or taking any adverse action against anyone who, in good faith, reports or helps to resolve an ethical or legal concern.

Corporate Governance Guidelines.  The Company has adopted Corporate Governance Guidelines that we believe reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

The Company’s mission statement — Above all else, we are committed to the care and improvement of human life — guides everything we do, including our dedication to being a responsible and concerned citizen in our communities.

Board Oversight.

		Board Oversight.

                      Our Board of Directors and its committees oversee our enterprise-wide commitment to environmental, social and governance (“ESG”) issues.matters. In 2021, HCA Healthcare determined to formalizeformalized the committees’ oversight responsibilities for ESG matters by documenting the committees’ roles in their respective charters. In particular, our Nominating and Corporate Governance Committee is now formally responsible for overseeing HCA Healthcare’s policies and practices regarding corporate governance, social responsibility and community interests, including political activities. Our Audit and Compliance Committee is responsible for overseeing HCA Healthcare’s policies and practices regarding environmental and sustainability issues. Our Compensation Committee is responsible for overseeing HCA Healthcare’s human capital management strategies and policies, including with respect to workplace culture, employee relations, diversity and inclusion initiatives, pay equity and workplace safety. Finally, our Patient Safety and Quality of Care Committee is responsible for overseeing HCA Healthcare’s policies and practices for promoting its commitment to patient safety, quality of care and equity of patient care.

COVID-19 Response.  HCA Healthcare treated more than 160,000 COVID-19 inpatients in 2021 and over 271,000 total from February 2020 to December 2021. We continue to support and care for patients during the pandemic, and remain committed to the safety of everyone within our facilities.

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		Improving COVID-19 Care. We share our learnings from treating suspected and positive COVID-19 cases with research institutions to improve treatments, outcomes and care. Since the beginning of the pandemic, HCA Healthcare has conducted various COVID-19 related research projects and worked to spearhead COVID-19 literature to accelerate the understanding and treatment of the novel coronavirus. As of December 2021, HCA Healthcare had nearly 50 clinical publications in print, in press, under review or in late preparation. Patient-Centered Care.

In January 2021, we formed a consortium of prominent public and private research institutions to use our vast data on COVID-19 hospital care to improve patient outcomes and public knowledge. The institutions — including the federal Agency for Healthcare Research and Quality (AHRQ), Johns Hopkins University, Duke University, Meharry Medical College, Harvard Pilgrim Health Care Institute and others — have access to the data in a research program directed by HRI. As of December 31, 2021, 12 studies were being conducted or had been completed using de-identified data from more than 210,000 patients in the HCA Healthcare COVID-19 Registry.

Caring for our patients is not limited to clinical care and patient safety, but also includes maintaining their privacy. Each year, all HCA Healthcare colleagues complete training that covers privacy, information security, physical security and more. The main goal of the Privacy Program is to ensure our patients’ health information and privacy rights are properly protected. Through our Code of Conduct and policies and procedures, HCA Healthcare requires its workforce members, affiliated covered entities and business associates to subscribe to appropriate privacy practices. We reinforce this message through various educational and training sessions and the routine dissemination of regulatory information and supplemental guidance to assist in maintaining compliance with patient privacy.

Equity of Care.

		Equity of Care.

                    HCA Healthcare is committed to providing equitable access to high-quality care for our patients and fostering a diverse and inclusive workplace for our colleagues. We have signedconcentrate on key focus areas, including equity of care, access to services, web and digital accessibility, and pastoral and spiritual care.

In 2022, HCA Healthcare established a national Equity of Care pledge, through the American Hospital Association InstitutePatient Advisory Group to help identify patient needs and drive progress toward enhancing data collection and utilization; strengthening culturally competent education for Diversitypatients and Health Equity,clinicians; and identifying and addressing opportunities to reinforce this commitment. help reduce health disparities and improve care.

Our facilities deliver healthcarehealth care services in more than 170 languages and dialects, and our more than 1,000 Equity of Care Coordinators (ECCs) across the enterprise work to advance health equity for patients and their loved ones by providing equitable access to high-quality healthcarehealth care services, including for individuals who are deaf or hard of hearing, are blind or have low vision, utilize service animals or are limited English proficient (LEP).proficient.

HCA Healthcare formed the Health Equity Council in January 2021 to help identify and address health disparities within and outside of our hospitals, as well as to develop strategies that advance health equity. This cross-functional group of senior leaders analyzes race, ethnicity and language (REaL) data, sexual orientation and gender identity (SOGI) data and other socio-demographic characteristics to help address disparities and improve patient quality, safety and satisfaction outcomes for diverse populations. The findings from our annual equitable outcomes analysis have been used to shape the focus of initiatives undertaken by the council, including partnerships with community organizations and industry partners to address specific opportunities related to cardiovascular health, cancer screenings and navigation services, and maternal health for communities of color.

In May 2021, HCA Healthcare2022, we announced a $10$5.25 million investment over three yearsin gifts to Historically Black Colleges and Universities (HBCUs)(“HBCUs”) and Hispanic-ServingHispanic Serving Institutions (HSIs) across(“HSIs”) as part of our footprint. This commitment supportspledge made in 2021 to invest $10 million over three years to HBCUs and HSIs. These partnerships are part of our goal for a diversecontinued efforts to strengthen the diversity of our talent pipeline of future healthcare professionals and leaders to help us deliver more equitable, culturally competent care. The investment includes a

Founded in 2009, the HCA Healthcare Research Institute (HRI)(“HRI”) is ourthe multispecialty clinical research arm of HCA Healthcare. HRI is focused on advancing therapies for patients through our affiliated network of providers and care sites. HRI is supported by HCA Healthcare’s oncology research organization, Sarah Cannon Research Institute, which focuses on community-based cancer research. Together, we conduct large-scale clinical research and collaborate with institutions including Harvard Pilgrim Health Care Institute and the CDC to unlockunlocking insights into real-world data and conducting clinical studies that can lead to scientificseeking breakthroughs in science, medicine and transform patient care. More than 550 first-in-human clinical trials have been conducted across Sarah Cannon Research Institute, 65 of which occurred in 2021.care for all people. The research institute brings together trusted pharmaceutical and biotechnology partners with community-based providers.

HCA Healthcare also launched a new strategic pillar dedicated to Care Transformation and Innovation (CT&I)(“CT&I”) in 2021. Through the clinically led integration of technology into care delivery, CT&I aims to accelerate the organization into the future of healthcarehealth care through bold innovations that address current and anticipated challenges facing caregivers. Working side by side with our frontline colleagues, CT&I researches opportunities to develop the hospital of the future through designing, building and testing innovative solutions.

Our Colleagues.

		Our Colleagues.

                      HCA Healthcare is proud to offer a variety of programs and benefits to support our approximately 284,000294,000 colleagues. We’re also committed to strengthening the diversity of our workforce and investing in the well-being of our colleagues and their families. In the beginning of 2020, HCA Healthcare launchedhas a comprehensive strategic plan to strengthen our commitment to diversity, equity and inclusion by focusing on accelerating program plansprograms and launching new initiatives, including:

In early 2021, HCA Healthcare established the Market/Hospital Governance Task Force to elevate governance practices and to help make our market/hospital boards of trustees reflectrepresentative of the communities we serve. The CompanyWe also operatesoperate an Executive DEI Council, led by HCA Healthcare’sour CEO and comprised of executive leaders, to provide accountability and visible sponsorship for our diversity, equity and inclusion agenda. The Compensation Committee of the Board of Directors reviews and discusses with HCA Healthcare’s Senior Vice President and Chief Human Resources Officer, at least annually, the Company’s human capital management strategy, including with respect to diversity and inclusion. Also, theThe Board of Directors also receives an update, at least annually, with respect to these matters.

In 2021, 35%2022, 39% of the individuals we hired for management and supervision roles were people of color (POC), a 10% increase from the prior year.color. We track key human capital metrics, including workforce demographics, diversity and inclusion data, and turnover data. This data is regularly shared with the Board.our Board of Directors. HCA Healthcare reports on its diversity and inclusion initiatives annually in its Impact Report. Additionally, HCA Healthcare has publicly discloseddiscloses our 2020 EEO-1 Report and plans to disclose publicly future EEO-1 Reports. While we are proud of the progress we have made, we are aware there is still more that we can do to cultivate and empower our talented workforce.

Throughout 2022, our Human Resources Group conducted targeted retention training workshops for more than 2,580 managers across the organization to showcase best practices and train leaders on the power of building meaningful connections with colleagues. Of our facilities that participated in the

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training, 86% saw a reduction in full-time/part-time turnover, and 96% saw a reduction in full-time/part-time registered nurse turnover. On average, those facilities that participated in the training achieved an 18.5% decrease in annualized nurse turnover compared to those facilities that did not participate. We conduct pulse surveys twice a year to gather feedback from colleagues about their experiences. At the end of 2022, our engagement index increased back to pre-pandemic levels and are above the industry benchmark.

We are highly committed to cultivating leaders who help support our culture, grow our business and lead the industry. The HCA Healthcare Leadership Institute provides programs for leaders at all levels from supervisory to executive to help develop the capabilities of our current leaders and build our pipeline for the future. The Leadership Institute has graduated more than 16,850 colleagues since its inception in 2014 and has an 81% retention rate for graduates since 2020.

HCA Healthcare also offers a student loan assistance program and tuition assistance program for eligible colleagues, and eligible dependents of HCA Healthcare colleagues can receive merit-based higher education scholarships of up to $5,000 a year through the Patricia Frist Memorial Scholarship

HCA Healthcare also partners with community leaders like the American Red Cross, March of Dimes and EVERFI to support the needs of our communities.

DIRECTORS

The Board of Directors seeks to ensure the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for membership on the Board, the Board takes into account (1) individual qualifications, such as high ethical standards, integrity, mature and careful judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board and (2) all other factors it considers appropriate, including alignment with our stockholders. We value diversity and endeavor to have a Board representing diverse experience at policy-making levels in business, education or areas that are relevant to the Company’s business. The Company’s Corporate Governance Guidelines provide that the initial pool of candidates from which the Nominating and Corporate Governance Committee recommends nominees should include qualified female and racially/ethnically diverse candidates, and any third-party search firm that the Nominating and Corporate Governance Committee engages to identify such candidates shall be requested to include qualified female and racially/ethnically diverse candidates in such initial pool.

When considering whether the Board’s directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the Board members’ biographical information set forth below.

Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our stockholders is important in building value at the Company over time.

In 2021,2022, Mr. Frist III, Mr. Hazen, Ms. Crofton, Mr. Dennis, Ms. DeParle, Mr. Frist, Mr. Holliday, Mr. Johnston, Mr. Michelson, and Dr. Riley and Ms. Smith were elected to the Company’s Board at the Company’s 20212022 annual meeting of stockholders.

Mr. Johnston was appointed toHolliday is retiring from the Board effective September 1, 2021. Ms. Smith was appointed toof Directors at the Board effective January 26, 2022.annual meeting and will not be seeking reelection.

Messrs. Frist III and Frist were nominated for election to the Board as a result of their relationship with investment funds affiliated with the Frist Entities and are collectively referred to as the “Investor Directors.” Each of the Investor Directors was nominated for election to the Board pursuant to the Stockholders’ Agreement. Under the Stockholders’ Agreement, the Frist Entities have the right to nominate two directors to our Board of Directors; however, the Frist Entities will lose their right to nominate any directors to our Board of Directors at such time as the Frist Entities own less than 3% of our outstanding shares of common stock. Pursuant to such agreement, Messrs. Frist III and Frist were nominated and elected to the Board as a result of their relationship with the Frist Entities. As of February 25, 2022,24, 2023, the Frist Entities owned approximately 23%25% of our common stock.

Nominees for Election.  The following is a brief description of the background, business experience and qualifications of each of the nominee directors to be elected to serve on our Board of Directors, each of whom is currently a member of our Board of Directors.

Director Compensation.  The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to directors for Board, committee and committee chair services. Under the Compensation Committee’s charter, the Compensation Committee is authorized to engage consultants or advisors in connection with its review and analysis of director compensation. Directors who also serve as employees of the Company do not receive payment for services as directors.

In making director compensation recommendations, the Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of directors generally and the forms of compensation paid to directors by comparable companies. In 2021,2022, the Compensation Committee retained Semler Brossy to assist in conducting an assessment of competitive executive and director compensation. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation.

The following text and table discuss the compensation of persons who served as a member of the Board during all or part of 2021,2022, other than Mr. Hazen whose compensation is discussed under “Executive Compensation” below. Mr. Hazen was not separately compensated for Board service during 2021.2022. We have omitted from this table the columns pertaining to non-equity incentive plan compensation, option awards, nonqualified deferred compensation and all other compensation because they are inapplicable.

Cash Compensation. Pursuant to the Company’s Board of Directors Compensation program, each non-management director receives quarterly payment of the following cash compensation, as applicable (prorated for partial years):

vest upon the occurrence of a Change in Control (as defined in the applicable grant agreement). The directors may elect to defer receipt of shares under the restricted share units granted as part of the annual board equity award and any restricted share units received in lieu of cash retainers until the date they cease to be members of the Board of Directors.

Reimbursements.  All of our directors are reimbursed for reasonable expenses incurred in connection with their service.

Share Ownership.  Each non-management director is expected to directly or indirectly acquire a number of shares of our common stock with a value of five times the value of the annual cash retainer for a director’s service on the Board of Directors within five years from the date on which they are elected to the Board of Directors. As of December 31, 2021,2022, all of our directors with more than five years of service met these share ownership guidelines.

PROPOSAL 1 — ELECTION OF DIRECTORS

The current Board of Directors of HCA consists of eleven directors. However, Mr. Holliday is retiring from the Board of Directors and will not be seeking reelection in accordance with the retirement policy contained in our Corporate Governance Guidelines. Accordingly, the size of the Board of Directors will be reduced to ten directors effective at the annual meeting. Our Board of Directors recommends that the nominees listed below be elected as members of the Board of Directors at the annual meeting.

Each of the nominees, if elected, will serve a one-year term as a director until the annual meeting of stockholders in 20232024 or until his or her respective successor is duly elected and qualified or until the earlier of his or her death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board of Directors, unless the Board of Directors chooses to reduce the number of directors serving on the Board. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected.

The following are the nominee directors to be elected to serve on our Board of Directors, each of whom is currently a member of our Board of Directors:

The election of directors will be determined by a majority of the votes cast at the annual meeting. A majority of the votes cast means that the number of shares voted “for” a nominee exceeds the number of shares voted “against” such nominee. Abstentions and broker non-votes are not counted as votes cast with respect to a nominee and will have no effect on the outcome of the election of directors. For incumbent directors, if a nominee fails to receive “for” votes representing a majority of the votes cast, the director shall tender his or her resignation to the secretary of HCA for consideration by the Board of Directors, which resignation shall be contingent upon the acceptance thereof by the Board of Directors. The Nominating and Corporate Governance Committee would then be charged with making a recommendation to the Board of Directors for the action to be taken with respect to the resignation. The Board of Directors will act on the tendered resignation and publicly disclose its decision regarding the tendered resignation and the rationale behind its decision. If the Board determines not to accept the resignation of the incumbent director, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier death, resignation or removal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.2023. Services provided to the Company and its subsidiaries by Ernst & Young LLP in fiscal 20212022 are described below and under “Audit and Compliance Committee Report” located on page 94 107 of this proxy statement.

Audit Fees.  The aggregate audit fees billed by Ernst & Young LLP for professional services rendered for the audit of our annual consolidated financial statements, for the reviews of the condensed consolidated financial statements included in our quarterly reports on Form 10-Q, for the audit of the effectiveness of the Company’s internal control over financial reporting under the Sarbanes-Oxley Act of 2002, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings totaled $11.9 million for 2022 and $11.3 million for 2021 and $11.0 million for 2020.2021.

Audit-Related Fees.  The aggregate fees billed by Ernst & Young LLP for assurance and related services not described above under “Audit Fees” were $2.1 million for 2022 and $1.7 million for 2021 and $1.8 million for 2020.2021. Audit-related services principally include audits of certain of our subsidiaries, benefit plans and computer processing controls.

Tax Fees.  The aggregate fees billed by Ernst & Young LLP for professional services rendered for tax compliance, tax advice and tax planning were $2.5 million for 2022 and $2.3 million for 2021 and $3.9 million for 2020.2021.

All Other Fees.  There were no  The aggregate fees billed by Ernst & Young LLP for products or services, other than those described above, in 2021 or 2020.were $0.2 million for 2022 and none for 2021.

The Board of Directors has adopted an Audit and Compliance Committee Charter which, among other things, requires the Audit and Compliance Committee to preapprove all audit and permitted nonaudit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the ability to delegate authority to a subcommittee for certain preapprovals.

All services performed for us by Ernst & Young LLP in 20212022 were preapproved by the Audit and Compliance Committee. The Audit and Compliance Committee concluded that the provision of audit-related services and tax services by Ernst & Young LLP was compatible with the maintenance of the firm’s independence in the conduct of its auditing functions.

Representatives of Ernst & Young LLP will be present at the annual meeting. They will have the opportunity to make a statement if they desire to do so, and we expect that they will be available to respond to questions.

Ratification of the appointment of Ernst & Young LLP requires affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote. If the Company’s stockholders do not ratify the appointment of Ernst & Young LLP, the Audit and Compliance Committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the Audit and Compliance Committee may in the future replace Ernst & Young LLP as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.

THE AUDIT AND COMPLIANCE COMMITTEE AND THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2022.2023.

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PROPOSAL 3 — APPROVAL OF HCA HEALTHCARE, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN

Our Board of Directors has adopted and recommends that you approve the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan (the “2023 Employee Stock Purchase Plan”), including the reservation of 10,000,000 shares of our common stock for issuance under the 2023 Employee Stock Purchase Plan. The Board of Directors believes that the adoption of this proposal is in the best interests of the Company for the reasons discussed below.

The Company believes that employee participation in the ownership of the Company will help to achieve the unity of purpose conducive to the continued growth of the Company and to the mutual benefit of its stockholders and the employees of the Company and certain subsidiaries of the Company. In order to continue to encourage ownership of the Company’s common stock by employees of the Company and certain subsidiaries of the Company, the Board of Directors has adopted the 2023 Employee Stock Purchase Plan in anticipation of the expiration of the Company’s existing employee stock purchase plan, the HCA Holdings, Inc. Employee Stock Purchase Plan. Participation in the 2023 Employee Stock Purchase Plan will be entirely voluntary, and neither the Company nor any of its subsidiaries will make any recommendations to their employees as to whether they should participate in such plan. The 2023 Employee Stock Purchase Plan is not intended to qualify as a qualified “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

Summary of the Material Provisions of the ESPP

The following is a summary of the material provisions of the 2023 Employee Stock Purchase Plan, as proposed. The summary does not purport to be complete and it is qualified in its entirety by reference to the text of the 2023 Employee Stock Purchase Plan as set forth in Annex A to this proxy statement.

Eligibility and Participation; Awards Under the Plan. In general, pursuant to the 2023 Employee Stock Purchase Plan, all employees of the Company and its participating subsidiaries, designated by the participating company as an employee of such company, are eligible to participate in the plan. However, the following individuals are not eligible to participate in the plan:    

Participating subsidiaries of the Company are only those subsidiaries of the Company that (i) are authorized by the Company to adopt the 2023 Employee Stock Purchase Plan with respect to its eligible employees and (ii) adopt the 2023 Employee Stock Purchase Plan. Approximately 273,000 individuals are currently eligible to participate in the 2023 Employee Stock Purchase Plan.

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PROPOSAL 4 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. As described below in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee of the Board of Directors has structured our executive compensation program to achieve the following key objectives:

We urge stockholders to read the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement beginning on page 5056 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 20212022 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 7380 through 90,103, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the “Executive Compensation — Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our compensation objectives and contribute to the Company’s performance.

In accordance with Section 14A of the Exchange Act, we are asking stockholders to approve the following advisory resolution at the 20222023 annual meeting of stockholders:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, as set forth in the Company’s 20222023 Proxy Statement on Schedule 14A.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Company, the Board of Directors and the Compensation Committee. The say-on-pay proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies, practices, and plans described in this proxy statement. Although non-binding, the Compensation Committee will carefully review and consider the voting results when making future decisions regarding our executive compensation program.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ADVISORY “SAY-ON-PAY” RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION.

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PROPOSAL 45 — STOCKHOLDER PROPOSAL REGARDING

POLITICAL SPENDING DISCLOSURE

We have been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA, 90278, who has indicated that he is the beneficial owner of at least the required value of shares of our common stock, intends to present the following proposal for consideration at the annual meeting. The resolution and supporting statement are quoted verbatim below. We are not responsible for the content of the proponent’s proposal or supporting statement.

Proponent’s Proposal and Supporting Statement

Proposal 45 — Improve Disclosure of Political Spending Disclosure

Resolved, Shareholdersshareholders request that the Company provideto prepare and semiannually update a report, updated semiannually,which shall be presented to the pertinent board of directors committee and posted on the Company’s website, disclosing the Company’s:

The report shall be presented to the board of directors or relevant board committee and posted on the Company’s websitemade available within 12 months from the date of the annual meeting.meeting and identify all recipients and the amount paid to each recipient from Company funds. This proposal does not encompass lobbying spending.

Supporting Statement

As a long-term shareholders of HCA shareholder, I support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

A company’s reputation, value, and bottom line can be adversely impacted by election spending that is conducted blindly. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations — groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support.

The Conference Board’s 2021 “Under a Microscope” report” report <https://www.conference-board.org/publications/Under-a-Microscope-ES> details these risks, recommends the process suggested in this proposal, and warns “a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity—and the risks that come with it—into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions—and other forms of activity—are at odds with core company values.”

Publicly available records show HCA has contributed nearly $2.5over $12.5 million in corporate funds since the 2010 election cycle. But information on indirect electoral spending through 501(c)(4) groups cannot be obtained by shareholders unless the Company discloses it.

This proposal asks HCAthe Company to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations which may be used for electoral purposes—and are otherwise undisclosed.501(c)(4) organizations. This would bring our CompanyHCA in line with a growing number of leading companies, including AmerisourceBergenArnerisourceBergen Corp., Bristol-Myers Squibb Co.,Co, and Cigna Corp.Cardinal Health, Inc., which present this information on their websites.

Without knowing the recipients of our company’s political dollars HCA directors and shareholderswe cannot sufficiently assess whether our company’sHCA’s election-related spending aligns or conflicts with its policies on climate change and sustainability.core values.

Please vote for this criticalimportant governance reform:

Improve Disclosure of Political Spending Disclosure — Proposal 45

Statement of the Board of Directors in Opposition to the Stockholder Proposal

We have carefully reviewed Proposal 45 and, for the following reasons, have determined that approval of it would not be in the best interests of the Company and theHCA Healthcare or its stockholders. The Board unanimously recommends youa vote “Against” the proposal.

The Board believes it is in the best interests of our stockholders and other stakeholders for HCA Healthcare to be an effective participant in the political process and believesthat our related policies and procedures and disclosure practices are prudent and effective.

HCA Healthcare participates in the political process to help educate policy makers,policymakers, shape public policy and address proposals and legislation that impact our business strategy and the patients and communities we serve. Contributions are madeWe make contributions to policymakers on both sides of the aisle who share our commitment to improving access and quality of health care, and who understand the importance of a strongrobust health care industry.

We are subject to extensive regulation at the federal, state and local levels and are involved in a number of legislative initiatives across a broad spectrum of policy areas that can have a significant effect on our business and operations, as well asour employees and the patients and communities we serve, and our employees.serve. We ethically and constructively promote legislative and regulatory actions that further the business objectives and interests of HCA Healthcare.Healthcare and our stakeholders. In August 2022, we published a report, Principles for Building Healthy Communities, on the Company’s website that outlines our current guideposts and how we are working to create a positive impact and striving to transform the delivery of healthcare through our focus on:

An important part of participating effectively in the political process is making prudent political contributions, — but onlywhen and where permitted by applicable law. HCA Healthcare’s political contributions and expenditures are made without regard to the personal political preferences of individual HCA

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Healthcare Board members, officers andor employees. We also maintain memberships with a variety of trade associations. We believe that recipients of our political contributions take positions and address issues of importance to HCA Healthcare inHealthcare. We also maintain memberships with a thoughtful manner, and thevariety of trade associations. The trade associations in which we participate take positions and address policy issues in a collective industry manner and often advance positions consistent with the interests of the Company interests.and our industry. However, participation in the political process and as a member of various trade associations comes with the understanding that we may not always agree with all of the positions of the recipients we support,of our political contributions, the organizations in which we participate or the other members of those organizations.

The HCA Good Government Fund’s activities are subject to comprehensive regulation by federal, state and local governments, including detailed disclosure requirements, which include monthly reports filed with the Federal Election Commission. These reports are publicly available at www.fec.gov and include an itemization of the HCA Good Government Fund’s receipts and disbursements, including any political contributions over a legally specified amount.

HCA Healthcare operates individual state PACs in 14 states where we have health care operations. Each of these state PACs has its own board of directors and operates in accordance with individual state law, but each PAC, whether federal or state, operates under uniform bylaws. Where permissible, the state PACs are funded by corporate dollars. The receipts and disbursements of our state PACs, including any political contributions, are subject to public disclosure requirements under relevant jurisdictional rules.

We have provided a list of all federal and state political contributions from our PACs for election year 2022make contribution information publicly available on our website.website in our semi-annual Political Participation Overview report.

All political contributions from theour federal and state PACs are considered and approved by the Government Relations Director, the Senior Vice President – Government Relations, or, in the case of state contributions, the applicable Division President. Decisions are based on a number of factors, such as our belief the recipient shares our commitment to improving access and providing quality health care to our patients.patients, among others. HCA Healthcare also makes limited contributionsdonations to select 501(c)(4) organizations, which are nonprofit, tax-exempt groups that seek to influence public policy through advocacy and educational activities, and which can also engage in limited political activity as long as it is not their primary purpose.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “AGAINST” THIS PROPOSAL.

Vote Required

The stockholder proposal will be approved if it receives affirmative votes from the holders of a majority of the shares present in person or represented by proxy at the virtual annual meeting and entitled to vote.

PROPOSAL 56 — STOCKHOLDER PROPOSAL REGARDING

LOBBYING DISCLOSUREAMENDMENT TO PATIENT SAFETY AND QUALITY OF CARE COMMITTEE CHARTER

We have been advised that Kurt Freeman, on behalfMichael Frerichs, as Trustee of Graphic Communications Benevolentthe Bright Start College Savings Trust, Fund (the “Trust”), 25 Louisiana Avenue, N.W., Washington, D.C. 20001-2130,555 W. Monroe, 14th Floor, Chicago, IL 60661, and Francisco R. Coronado, 2711 SW 113^th Court, Miami, FL 33165, who hashave each indicated that it isthey are the beneficial ownerowners of at least the required value of shares of our common stock, intendsintend to present the following proposal on behalf of the Trust for consideration at the annual meeting. The resolution and supporting statement are quoted verbatim below. We are not responsible for the content of the proponent’s proposal or supporting statement.

Proponent’s Proposal and Supporting Statement

WhereasProposal — Amendment to Patient Safety and Quality of Care Committee Charter

RESOLVED, we believe in full disclosurethat shareholders of HCA Healthcare’sHealthcare, Inc. (“HCA’s”HCA”) lobbying activitiesurge the Board of Directors to take the steps necessary to amend the charter of the Board’s Patient Safety and expendituresQuality of Care Committee (the “Committee”) to assess whether HCA’s lobbying is consistent with its expressed goalsprovide that the Committee has the power and in stockholder interests.duty to review staffing levels and their impact on patient safety and the quality of patient care.

Resolved, the stockholders of HCA request the preparation ofSUPPORTING STATEMENT

The Committee has a report, updated annually, disclosing:

A “grassroots lobbying communication” is a communication directedresponsibility to “review matters concerning or relating to the general public that: (a) refersquality of medical care delivered to specific legislation or regulation, (b) reflects a view on it,patients, efforts to advance the quality of health care provided and (c) encourages the recipient of the communication to take action with respect to it. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which HCA is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee and posted on HCA’s website.

Supporting Statement:

HCA spent $4,000,000 in 2019 and 2020 on federal lobbying. This figure does not include state lobbying, where HCA also lobbies but disclosure is uneven or absent. HCA lobbied in 15 states in 2020 (followthemoney.org) and spent $1,426,953 on lobbying in California from 2010 – 2020.

In its Government Relations Policy, HCA states it “will fully disclose its involvement with any trade association.patient safety.”¹ Yet HCA failsAdequate staffing levels are critical to disclose its membershipspatient safety and high-quality care. Studies show that as the number of patients assigned to a nurse increases, so too do morbidity, mortality and patient safety events such as falls and post-operative infections.²

Inadequate staffing levels can be caused by health care worker burnout, which according to a recent report by the U.S. Surgeon General, contributes to high turnover and staffing shortages, as well as “harmful consequences for patient care and safety.”³ At the same time, inadequate staffing levels and the stress associated with working under those conditions, causes turnover, creating a vicious cycle. The Surgeon General’s report recommends that health care organizations “updat[e] policies for staffing standards that ensure patient safety and health worker well-being.”⁴

The COVID-19 pandemic’s exacerbation of health care worker burnout and the resulting impacts on turnover and patient care have been widely chronicled in and payments to trade associations andmedia reports.⁵ Policymakers are responding: in January 2022, the Biden Administration awarded $103 million in American Rescue Plan

social welfare organizations, includingfunds “to improve the amounts usedretention of health care workers and help respond to the nation’s critical staffing needs by reducing burnout.”⁶ Bipartisan federal legislation providing additional funds for lobbying,physician mental health care was introduced in the House in 2022;⁷ legislation imposing staffing standards, or mandating a process to shareholders. Companies can give unlimited amounts to third party groupsset such standards that spend millions on lobbyingincorporates health care workers’ input, has been passed in New York⁸ and often undisclosed grassroots activity,Colorado,⁹ and these groups may be spending “at least double what’s publicly reported.”introduced in Washington²¹⁰

HCA sits on and Pennsylvania since the boardsstart of the American Hospital Associationpandemic.¹¹

HCA’s staffing levels are reportedly 30% below the industry average in recent years. Eighty-nine percent of respondents to a January 2022 survey of over 1,500 health care workers at HCA hospitals agreed with the statement, “I feel short staffing at my hospital is compromising patient care.”¹² An HCA nurse recently published an opinion piece in Newsweek describing patient care and Federationsafety consequences of American Hospitals and reportedly belongs toinadequate staffing.¹³

Despite staffing levels’ importance, the U.S. Chamber of Commerce, which together spent $108,848,466 on lobbying in 2020. It supports organizations like the Partnership for America’s Healthcare Future, which is describedCommittee’s charter does not specifically identify them as a “megacoalitionfactor the Committee should review in connection with its oversight of the healthcare industry devoted to killing single-payerpatient safety and public-option proposals.”³

quality of care. We believe HCA’s lobbying creates reputationalthat robust board oversight of this area is crucial for effective risk when it contradicts company public positions. For example, HCA says it is committedmanagement and protection of long-term shareholder value.

Proposal — Amendment to diversityPatient Safety and inclusion, yet the Chamber lobbied against the For the People Act,⁴ which was designed to empower Black and brown communities by fighting voter suppression.⁵ Full disclosure would allow shareholders to evaluate the risks created by HCA’s lobbying activities.Quality of Care Committee Charter

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Statement of the Board of Directors in Opposition to the Stockholder Proposal

We have carefully reviewed Proposal 56 (the “Proposal”) and, for the following reasons, have determined that approval of it would not be in the best interests of the Company and theHCA Healthcare or its stockholders. The Board unanimously recommends youa vote “Against” the proposal.Proposal.

The Proposal is unnecessary because our existing governance structures already provide robust oversight with respect to patient safety, human capital, and risk management.

The Proposal is unnecessary because our existing governance structures already require oversight with respect to patient safety, human capital and risk management. The Board believesoversees risk management both directly and through delegation of certain responsibilities to the Patient Safety and Quality of Care Committee (the “Committee”) and the Compensation Committee of the Board. The Committee charter, which the Proposal seeks to amend, details the powers and duties of the Committee, including with respect to reviewing:

The Committee charter empowers the Committee to review any matters that might impact patient safety, which includes staffing levels. The Committee charter also provides that the Committee shall review matters concerning or relating to the quality of medical care delivered to patients, efforts to advance the quality of healthcare provided, and patient safety. The Proposal seeks to substitute the proponent’s judgment for the Board’s judgment with respect to the appropriate manner of Board oversight of these matters by making a particular review by the Committee mandatory. We believe the Board and management are the parties best positioned to determine the appropriate governance and oversight of these matters for the Company. Also, the Proposal incorrectly assumes that without amending the Committee charter, the Company’s existing safeguards and procedures at the Board and hospital level are insufficient to ensure appropriate staffing and to evaluate the impact of staffing on patient safety.

The Board oversees human capital considerations through specific delegation to the Board’s Compensation Committee, including HCA Healthcare’s human capital management strategies and policies with respect to attracting, developing, retaining and motivating employees, developing workplace culture, improving employee relations, and promoting diversity and inclusion, pay equity, and workplace safety.

In addition, as part of the Board’s oversight of risk management, the full Board receives detailed reporting about HCA Healthcare’s enterprise risk management processes, which include an annual risk assessment that is used to identify risks and potential mitigation strategies. The results of this enterprise risk management process are presented to and discussed with management and the Board, and such risks and mitigation strategies are regularly monitored and updated.Members of senior management attend the quarterly Board meetings, as appropriate, and are available to address any questions or concerns raised by the Board regarding risk management. Additionally, each quarter, the Board receives presentations from senior management on strategic matters involving our operations, such as quality, safety and staffing.

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We are also invested in supporting the personal wellbeing of our nurses so they can continue to provide the high-quality, patient-centered care our communities deserve. For example, our Nurse Care program is a free, confidential, 24/7 support program and counseling service that provides HCA Healthcare full-time and part-time hospital-based nurses remote access to licensed psychologists, social workers and marriage and family therapists. In addition, through our partnership with Optum, we offer free, confidential counseling sessions to our colleagues and members of their immediate household. We also provide our colleagues with access to free digital applications, resources and referral services to find help with anything else they may need, from home maintenance to legal support. For all of the reasons discussed above, the Board believes that the adoption of the Proposal is unnecessary, interferes with existing oversight and management efforts that have proven to be successful and is not in the best interests of our stockholders and other stakeholders for HCA Healthcare to be an effective participant in the political process and believes our related policies and procedures and disclosure practices are effective.stockholders.

HCA Healthcare participates in the political process to help educate policy makers, shape public policy and address proposals and legislation that impact our business strategy and the patients and communities we serve.

We are subject to extensive regulation at the federal, state and local levels and are involved in a number of legislative initiatives across a broad spectrum of policy areas that can have a significant effect on our business and operations, as well as the patients and communities we serve, and our employees. We ethically and constructively promote legislative and regulatory actions that further the business objectives and interests of HCA Healthcare, such as improving access and quality of care.

Lobbying and maintaining memberships in trade associations are important parts of participating effectively in the political process. We believe that the associations in which we participate take positions and address policy issues in a collective industry manner and often advance positions consistent with Company interests. However, participation in the political process and as a member of various trade associations comes with the understanding that we may not always agree with all of the positions of the organizations in which we participate, the other members of those organizations and the stakeholders with whom those organizations communicate.