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Notice of 2016 Annual Meeting and Proxy Statement
_______] Stockholders: to which a nominee was or is to be selected as a director or nominee. The Board evaluates the independence of our directors annually and will review the independence of individual directors on an interim basis, as needed, to consider changes in employment, relationships and other factors. The Board parties communications received by the Corporate Secretary will be provided to the full Board or the appropriate Annual Meeting of Stockholders Attendance Information Regarding the Board and its Committees The following function standards Proxy Statement exposures anti-corruption compliance Board the Company Directors who have not achieved their applicable Ownership Threshold are required to retain future acquired shares until the Ownership Threshold is met, subject to certain limited exceptions. As of December 31, Code of Ethics and Code of Conduct We have adopted an Insider Trading Policy applicable to our directors, executive officers and Independent Registered Public Accounting Firm Audit fees1 Audit-related fees2 Tax fees3 All other fees Total pre-approved all such services in This proposal gives our stockholders the opportunity to express their views on the overall compensation of our ” Stockholders since 2011. stockholders. However, the Board and the Compensation Committee will consider the voting results, as appropriate, when adopting a policy on the frequency of future say-on-pay votes. Kathleen A. Waters, May 2013. Mr. Ackerman is also a member of the Board of One Acre Fund, a not-for-profit organization that focuses on smallholder agriculture, serving more than 3,000,000 subsistence farmers in Africa. Touche. As previously disclosed, Mr. Winstel has decided to step down as the Company's CAO, with an expected transition period to end no later than September 5, 2023. 2018, he served as our Urban Peak, a Denver non-profit that serves youth experiencing homelessness. Long-Term Incentive Program Severance and Change of Control Arrangements Policy Regarding Clawback of Bonuses and Incentive Compensation Michael D. Staffieri program. Even so, we continue to evaluate our program program to help drive above-market results and Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger manner, and other compliance-related factors as appropriate. In addition, the Chair of the Compensation Committee works closely with the legal, people services and finance teams between Compensation Committee meetings as needed to refine the detailed criteria and terms and conditions for the STI Program and the LTI Program, for further consideration and ultimate approval by the Compensation Committee, and in the case of the CEO, ratification by the independent directors. Notwithstanding the foregoing, neither the CEO nor any NEO is present during the Board and Compensation Committee discussions of his or her own pay. Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger 2022 Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod Long-Term Incentive Program 2022 PSU Performance Metrics 2015 PSU Performance Metrics Kidney Care Quality Incentive Program Kidney Care Non Acquired Growth HCP New Market Success HCP New Market Adjusted Operating Income DaVita Rx Specialty Drugs Contracts Paladina Members Village Health Hospital Admission Rate Relative TSR the PSUs for the NEOs from 50% to 60% of their LTI Program opportunity. Relative TSR has been a component of the LTI Program since 2014. In Program 2015 Long-term Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger execution against the Company's public policy objectives. The Compensation Committee structured this award as a one-time cash award to deliver an incentive beyond the customized individual objectives under the STI Program, which accounted for 9% of her overall STI Program target opportunity and which did not include customized objectives relating to evolving public policy goals of the Company. Company1 Abbott Laboratories4 Aetna4 Anthem4 Baxter International4 Centene Corp. Community Health Systems, Inc. HCA Holdings, Inc. Laboratory Corporation of America Holdings Molina Healthcare, Inc. Quest Diagnostics Incorporated Tenet Healthcare, Inc. Thermo Fisher Scientific4 Universal Health Services, Inc. WellCare Health Plans4 Summary Statistics: 75th Percentile 50th Percentile 25th Percentile DaVita DaVita Percentage Rank The Compensation Committee, with the assistance of Compensia, with respect to our executive compensation policies and practices, and Willis Towers Watson, with respect to the non-executive compensation policies and practices, conducted Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger Dr. Garry E. Menzel Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger Dr. Garry E. Menzel Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod7 James K. Hilger The following table sets forth information concerning outstanding SSARs and unvested stock awards held by each of the NEOs The following table sets forth information concerning the exercise of Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger Dr. Garry E. Menzel Name Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger Benefits commencing in the second year following the year to which the deferral election applies, after separation from service, or on any other scheduled payment date, and participants can elect to receive either a lump sum distribution or annual installments over any period from two to twenty years; provided, that, if the Deferred Compensation Plan balance does not exceed $20,000, a lump sum will be paid. If the participant has not elected a specified year for payout and the participant has a separation from service, distributions generally will be paid in a lump sum cash distribution after separation from service. Kent J. Thiry Death Disability Involuntary Termination without Cause Involuntary Termination without Cause (prior to age 62)7 Resignation for Good Reason Javier J. Rodriguez Death Disability Involuntary Termination for Other than Material Cause Resignation for Good Cause Resignation Following a Good Cause Event after a Change of Control Michael D. Staffieri Death Disability Involuntary Termination for Other than Material Cause Good Cause Resignation after a Change of Control Dennis L. Kogod Death Disability Involuntary Termination for Other than Material Cause Resignation Following a Good Cause Event Unrelated to a Change of Control Resignation Following a Good Cause Event after a Change of Control James K. Hilger Death Disability Involuntary Termination for Other than Material Cause Good Cause Resignation after a Change of Control Dr. Garry E. Menzel Involuntary Termination for Other than Material Cause In the event of termination as a result of death, the estates of the NEOs (ii) paid in full, whichever produces the better net after-tax position to the executive. Change of Control become immediately exercisable in their entirety, with such vesting to be effective as of immediately prior to the effective date of the The table below sets forth the value of the Name Kent J. Thiry3,4 Javier J. Rodriguez Michael D. Staffieri Dennis L. Kogod James K. Hilger Garry E. Menzel Name Pamela M. Arway Charles G. Berg Carol Anthony ("John") Davidson Barbara J. Desoer Paul J. Diaz Peter T. Grauer John M. Nehra Dr. William L. Roper Roger J. Valine applicable calendar quarter. Committee Chairs Retainer.Under the Director Compensation Policy, the chairs of the Audit, Compensation and Compliance and Quality Committees basis at a rate that is reasonable and fair to the Company as determined at the discretion of the We or one of our subsidiaries may occasionally enter into transactions with certain The Audit Committee of the Board of Directors (the "Audit Committee") is responsible for providing independent, objective oversight of the Board of Directors. If you wish to present a proposal for action at the 30 days before or more than 70 days after the one-year anniversary of our The Board does not know of any other matters to be presented at the exhibits, can be obtained without charge by contacting Investor Relations at the following address: Attn: Investor Relations, DaVita www.davita.com. 29, 2016
May 13, 2023
Notice of 2023 Annual Meeting and Proxy Statement 
], 2016Stockholder:invite yoube included in the Dow Jones Sustainability World Indices for the fifth year in a row in recognition of our corporate responsibility initiatives and performance in regards to attendESG practices. For the past 15 years we have published an annual social responsibility report we call Community Care, highlighting DaVita’s and our teammates’ contributions and support of the communities in which we live and operate.HealthCare Partners Inc. annual meetingGiving Foundation supported the Food is Medicine Coalition with a grant to provide medically tailored meals to end-stage kidney disease patients. The annual meetingMonday,Tuesday, June 20, 2016,6, 2023, at 5:30 p.m.,10:00 AM Mountain Time at DaVita HealthCare Partners Inc., 2000 16th Street, Denver, Colorado 80202.. The attached Notice of Annual Meeting and Proxy Statement will serve as your guide to the business to be conducted at the Annual Meeting and provide details on attending the virtual meeting.Among other items,Javier J. Rodriguez Pamela M. Arway Director and Chief Executive Officer Chair of the Board includestitled “General Information — Forward-Looking Statements” below for more information about the qualifications of our director nominees and the compensation of our executive officers that is relevant to matters that will be presented at the annual meeting. During the meeting, we will also report to you on the Company and provide an opportunity for stockholders to engage in a dialogue with management.We hope that you will participate in the annual meeting, either by attending and voting in person or voting by other available methods as promptly as possible. Voting by anyregarding these forward-looking statements.Notice of 2023 Annual Meeting of Stockholders available methods will ensure that you are represented at the annual meeting, even if you are not present. You may vote your proxy via the Internet, by telephone, or by mail. Please follow the instructions on the NoticeStockholders (the "Annual Meeting") of Internet Availability of Proxy Materials that you receive in the mail and/or your proxy card.Your vote is very important to us and to our business. Please take the first opportunity to ensure that your shares are represented at the annual meeting.Thank you very much for your continued interest in our business.Sincerely,
Kent J. ThiryChairman of the Board,Chief Executive Officer
DaVita HealthCare Partners Inc., andChief Executive Officer, HealthCare Partners Notice of 2016 Annual Meeting of StockholdersMonday, June 20, 20165:30 p.m., Mountain TimeDaVita HealthCare Partners Inc.2000 16th StreetDenver, Colorado 80202The 2016 annual meeting of the stockholders of DaVita HealthCare Partners Inc., a Delaware corporation, will be a virtual-only meeting to be held as a Monday,Tuesday, June 20, 20166, 2023 at 5:30 p.m.,10:00 AM Mountain Time, at DaVita HealthCare Partners Inc., 2000 16th Street, Denver, Colorado 80202, forTime.purposes, whichmatters at the DaVita Inc. (the "Company" or "DaVita")2023 Annual Meeting of Stockholders (the "Annual Meeting"):Items of Business Board Recommendation Where to Find More Information in the Proxy Statement To vote upon the election of the nine director nominees, identified in the accompanying Proxy Statement, to the Board of Directors, each to serve until the Company's 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified; "FOR" all nominees Pages [__] To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023; "FOR" Page [__] To approve, on an advisory basis, the compensation of our named executive officers; "FOR" Page [__] To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation; and "1 YEAR" Page [__] To approve an amendment and restatement of the Company’s Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law. "FOR" Pages [__] further describedset out in the accompanying Proxy Statement:•To vote uponStatement under the electionheading "How to Vote."director nominees identified indays prior to the attachedAnnual Meeting, you may contact Investor Relations at 1-888-484-7505 to request the list of stockholders entitled to vote at the Annual Meeting.toand Annual Report are available atwww.proxyvote.com.Samantha A. Caldwell Corporate Secretary Table of Contents Insider Trading Policy Table of Contents Corporate Governance 2017 annual meetingCompany's 2024 Annual Meeting of stockholders of the CompanyStockholders (the "2024 Annual Meeting") or until their successors are duly elected and qualified;•To ratifyqualified, subject to such director’s earlier death, resignation, disqualification or removal.appointmentmajority of KPMG LLP as our independent registered public accounting firm for fiscal year 2016;•To hold an advisory vote to approve executive compensation;•To adopt and approve proposed amendments to our Amended and Restated Bylaws to adopt proxy access;•To adopt and approve an amendment to increasevotes cast by the numberholders of shares available under our Employee Stock Purchase Plan by 7,500,000 shares;•To consider and vote upon a stockholder proposal regarding action by written consent, if properly presented at the annual meeting; and•To transact such other business as may properly come before the annual meeting or any adjournment thereof.We will mail, on or about May [ ], 2016, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 22, 2016. On the date of mailing of the Notice of Internet Availability of Proxy Materials, the proxy materials will be accessible on a website referred to in the Notice of Internet Availability of Proxy Materials. These proxy materials will be available free of charge.The Notice of Internet Availability of Proxy Materials will also identify the date, time, and location of the annual meeting; the matters to be acted upon at the annual meeting and the Board of Directors' recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the Proxy Statement, our Annual Report to Stockholders, and a form of proxy relating to the annual meeting; information on how to access the form of proxy over the Internet and how to vote over the Internet; and information on how to obtain directions to attend the annual meeting and vote in person. If you attend the annual meeting and previously used the telephone or Internet voting systems, or mailed your completed proxy card, you may vote in person at the meeting if you wish to change your vote in any way.Please note that all votes cast via telephone or the Internet must be cast prior to 11:59 p.m., Eastern Time, on Sunday, June 19, 2016.By order of the Board of Directors,
Martha HaCorporate SecretaryDaVita HealthCare Partners Inc.May [ ], 2016Proxy Statement 1General Information1Voting Information2Votes Required for Proposals2Proxy Solicitation Costs2Delivery of Proxy Statement and Annual Report3Admission to Annual Meeting3Electronic Availability of Proxy Materials for the 2016 Annual Meeting4Proposal 1 Election of Directors5Information Concerning Members of the Board Standing for Election6Corporate Governance10Selection of Directors10Director Independence10Leadership Structure and Meetings of Independent Directors11Communications with the Board12Annual Meeting of Stockholders12Information Regarding the Board and its Committees12Committees of the Board13Overview of Committee Membership Qualifications15Risk Oversight15Board Share Ownership Policy15Code of Ethics and Codes of Conduct16Insider Trading Policy16Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm17Pre-approval Policies and Procedures17Proposal 3 Advisory Vote on Executive Compensation18Proposal 4 Stockholder Approval of Proposed Amendments to our Amended and Related Bylaws to Adopt Proxy Access20Proposal 5 Amendment to Increase the Number of Shares Available Under our Employee Stock Purchase Plan by 7,500,000 Shares24Proposal 6 Stockholder Proposal Regarding Action by Written Consent28Security Ownership of Certain Beneficial Owners and Management30Information Concerning Our Executive Officers32Section 16(a) Beneficial Ownership Reporting Compliance33Compensation Discussion and Analysis34Table of Contents34Compensation Discussion and Analysis Information35Compensation Committee Report53Executive Compensation542015 Summary Compensation Table542015 Grants of Plan-Based Awards562015 Outstanding Equity Awards at Fiscal Year-End572015 Option Exercises and Stock Vested59No Pension Benefits59Nonqualified Deferred Compensation592015 Nonqualified Deferred Compensation59Voluntary Deferral Plan and Deferred Compensation Plan60Executive Retirement Plan60Potential Payments Upon Termination or Change of Control61Compensation of Directors67Compensation Committee Interlocks and Insider Participation70Certain Relationships and Related Transactions71Audit Committee Report72Stockholder Proposals for 2017 Annual Meeting73Other Matters74DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement Proxy StatementWe are delivering this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (the "Board"), for use at our 2016 annual meeting of stockholders, which we will hold on Monday, June 20, 2016 at 5:30 p.m., Mountain Time, at DaVita HealthCare Partners Inc. (the "Company"), 2000 16th Street, Denver, Colorado 80202. The proxies will remain valid for use at any meetings held upon adjournment of that meeting. The record date for the annual meeting is the close of business on April 22, 2016. All holders of record of our common stock on the record date are entitled to notice of the annual meeting and to vote at the annual meeting and any meetings held upon adjournment of that meeting. Our principal executive offices are located at 2000 16th Street, Denver, Colorado, 80202, and our telephone number is (303) 405-2100. To obtain directions to our annual meeting, visit our website, located athttp://www.davita.com.In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing the proxy materials to our stockholders over the Internet, which include this Proxy Statement and the accompanying Notice of Meeting, Proxy Card, and Annual Report to Stockholders. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in paper copy. Instead, the Notice of Internet Availability of Proxy Materials instructs you as to how you may access and review all of the important information contained in the proxy materials, and how you may submit your vote by proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials will be first mailed on or about May [ ], 2016 to all stockholders of record as of April 22, 2016.Whether or not you plan to attend the annual meeting in person, please vote by telephone, Internet, or request aProxy Card to complete, sign, date and return by mail to ensure that your shares will be voted at the annual meeting. You may revoke your proxy at any time prior to its use by filing with our secretary an instrument revoking it or a duly executed proxy bearing a later date or by attending the annual meeting and voting in person.If you plan to attend the annual meeting in person, please so indicate when you submit your proxy by mail, by telephone or via the Internet and bring with you the items that are required pursuant to the Company's admission process for the 2016 Annual Meeting. A description of the admission process can be found below in this Proxy Statement under the heading "General Information — Admission to Annual Meeting."Unless you instruct otherwise in the proxy, any proxy that is given and not revoked will be voted at the annual meeting:•For the election of the ten director nominees identified in this proxy statement to serve until the 2017 annual meeting of stockholders of the Company or until their successors are duly elected and qualified;•For the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2016;•For the approval, on an advisory basis, of executive compensation;•For the adoption and approval of the proposed amendments to our Amended and Restated Bylaws to adopt proxy access;•For the adoption and approval of an amendment to increase the number of shares available under our Employee Stock Purchase Plan by 7,500,000 shares;•Against the stockholder proposal regarding action by written consent, if properly presented at the annual meeting; and•As determined by the proxy holders named in the Proxy Card in their discretion, with regard to all other matters as may properly come before the annual meeting or any adjournment thereof.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 1Voting InformationOur only voting securities are the outstanding shares of our common stock. At the record date, we had approximately 206,518,830 shares of common stock outstanding. Each stockholder is entitled to one vote per share on each matter that we will consider at this meeting. Stockholders are not entitled to cumulate votes. Under the rules of the New York Stock Exchange, your bank, broker, or other nominee may not vote your uninstructed shares in the election of directors and certain other matters on a discretionary basis. Accordingly, brokers holding shares of record for their customers generally are not entitled to vote on these matters unless their customers give them specific voting instructions. If the broker does not receive specific instructions, the broker will note this on the proxy form or otherwise advise us that it lacks voting authority. Thus, if you hold your shares in "street name," meaning that your shares are registered in the name of your bank,broker, or other nominee, and you do not instruct your bank, broker, or other nominee how to vote, no votes will be cast on your behalf on any proposal other than the proposal for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2016. The votes that the brokers would have cast if their customers had given them specific instructions are commonly called "broker non-votes." If the stockholders of record present in personvirtually or represented by their proxiesproxy and entitled to vote at the annual meeting hold at leastthereon. In a majority of our shares of common stock outstanding as of the record date, a quorum will exist for the transaction of business at the annual meeting. Stockholders attending the annual meeting in person or represented by proxy at the annual meeting who abstain from voting and broker non-votescontested election, directors are counted as present for quorum purposes.Votes Required for ProposalsDirectors are elected by a majority of votes cast, which means that the number of shares voted "for" each of the ten nominees for election to the Board must exceed 50% of the number of votes cast with respect to each nominee's election. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the election of directors. In the event that the number of nominees exceeds the number of directors to be elected, which is a situation that we do not anticipate, directors will be elected by a plurality of the shares represented in personvirtually or by proxy at any such meeting and entitled to vote on the election of directors.The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2016, the approval of the proposal regarding the advisory vote on executive compensation, the approval of the proxy amendments to our Bylaws, the approval of the amendment to our Employee Stock Purchase Plan, and the stockholder proposal, if properly brought beforethe annual meeting, each require the affirmative vote of a majority of the shares of common stock present at the annual meeting in person or by proxy and entitled to vote thereon. Because your vote on executive compensation and the stockholder proposal is advisory, the results of those votes will not be binding on the Company or the Board. However, the Board and any applicable Board committee will consider the voting results as appropriate when making future decisions regarding executive compensation and matters related to the subject of the stockholder proposal. Abstentions are considered present and entitled to vote with respect to each of these proposals and will, therefore, have the same effect as votes against these proposals. Except for the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2016, broker non-votes will not be considered as present and entitled to vote on these proposals, and will therefore have no effect on the number of affirmative votes needed to approve these proposals.Proxy Solicitation CostsWe will pay for the cost of preparing, assembling, printing and mailing of the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the accompanying Notice of Meeting, Proxy Card, and Annual Report to Stockholders to our stockholders, as well as the cost of our solicitation of proxies relating tothe annual meeting. We may request banks and brokers to solicit their customers who beneficially own our common stock listed of record in names of nominees. We will reimburse these banks and brokers for their reasonable out-of-pocket expenses regarding these solicitations. We have also retained MacKenzie2Proxy StatementPartners, Inc. ("MacKenzie") to assist in the distribution and solicitation of proxies and to verify records related to the solicitation at a fee of $15,000 plus reimbursement for all reasonable out-of-pocket expenses incurred during the solicitation. MacKenzie and our officers, directors and employees may supplement the original solicitation by mail of proxies, by telephone,facsimile, e-mail and personal solicitation. We will pay no additional compensation to our officers, directors and employees for these activities. We have agreed to indemnify MacKenzie against liabilities and expenses arising in connection with the proxy solicitation unless caused by MacKenzie's negligence or intentional misconduct.Delivery of Proxy Statement and Annual ReportBeneficial owners, but not record holders, of our common stock who share a single address may receive only one copy of the Notice of Internet Availability of Proxy Materials and, as applicable, an Annual Report to Stockholders and Proxy Statement, unless their broker has received contrary instructions from any beneficial owner at that address. This practice, known as "householding," is designed to reduce printing and mailing costs. If any beneficial owner at such an address wishes to discontinue householding and receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, an Annual Report to Stockholders and Proxy Statement, they should notify their broker. Beneficial owners sharing an address to which a single copy of the Notice of Internet Availabilityof Proxy Materials and, if applicable, an Annual Report to Stockholders and Proxy Statement was delivered can also request prompt delivery of a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, an Annual Report to Stockholders and Proxy Statement by contacting Investor Relations at the following address or phone number: Attn: Investor Relations, DaVita HealthCare Partners Inc., 2000 16th Street, Denver, Colorado 80202, (888) 484-7505. Additionally, stockholders who share the same address and receive multiple copies of the Notice of Internet Availability of Proxy Materials and, if applicable, an Annual Report to Stockholders and Proxy Statement, can request a single copy by contacting us at the address or phone number above.Admission to Annual MeetingAdmission to the annual meeting will be limited to holders of the Company's common stock, family members accompanying holders of the Company's common stock, persons holding executed proxies from stockholders who held the Company's common stock as of the close of business on April 22, 2016 and such other persons as the chair of the annual meeting shall determine.If you are a holder of the Company's common stock, you must bring certain documents with you in order to be admitted to the annual meeting and in order to bring family members with you. The purpose of this requirement is to help us verify that you are actually a holder of the Company's common stock. Please read the following procedures carefully, because they specify the documents that you must bring with you to the annual meeting in order to be admitted. The items that you must bring with you differ depending upon whether or not you were a record holder of the Company's common stock as of the close of business on April 22, 2016. A "record holder" of stock is someone whose shares of stock are registered in his or her name in the records of the Company's transfer agent. Many stockholders are not record holders because their shares of stock are held in "street name," meaning that the shares are registered in the name of their broker, bank or other nominee, and the broker, bank or other nominee is the record holderinstead. If you are unsure as to whether you were a record holder of the Company's common stock as of the close of business on April 22, 2016, please call the Company's transfer agent, Computershare, at (877) 889-2012.If you were a record holder of the Company's common stock as of the close of business on April 22, 2016, then you must bring a valid personal photo identification (such as a driver's license or passport).At the annual meeting, we will check your name for verification purposes against our list of record holders as of the close of business on April 22, 2016.If a broker, bank or other nominee was the record holder of your shares of the Company's common stock as of the close of business on April 22, 2016, then you must bring:•valid personal photo identification (such as a driver's license or passport); and•proof that you owned shares of the Company's common stock as of the close of business on April 22, 2016.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 3Examples of proof of ownership include the following: (i) an original or a copy of the voting instruction from your bank or broker with your name on it, (ii) a letter from your bank or broker stating that you owned the Company's common stock as of the close of business on April 22, 2016, or (iii) a brokerage account statement indicating that you owned the Company's common stock as of the close of business on April 22, 2016.If you acquired your shares of the Company's common stock at any time after the close of business on April 22, 2016, you do not have the right to vote at the annual meeting, but you may attend the meeting if you bring with you:•valid personal photo identification (such as a driver's license or passport); and•proof that you own shares of the Company's common stock.Examples of proof of ownership include the following:•if a broker, bank or other nominee is the record holder of your shares of the Company's common stock: (i) a letter from your bank or broker stating that you acquired the Company's common stock after April 22, 2016, or (ii) a brokerage account statement as of a date after April 22, 2016 indicating that you own the Company's common stock; or•if you are the record holder of your shares of the Company's common stock, a copy of your stock certificate or a confirmation acceptable to the Company that you bought the stock after April 22, 2016.If you are a proxy holder for a stockholder of the Company who owned shares of the Company's common stock as of the close of business on April 22, 2016, then you must bring:•the executed proxy naming you as the proxy holder, signed by a stockholder of the Company who owned shares of the Company's common stock as of the close of business on April 22, 2016;•valid personal photo identification (such as a driver's license or passport); and•if the stockholder whose proxy you hold was not a record holder of the Company's common stock as of the close of business on April 22, 2016, proof of the stockholder's ownership of shares of the Company's common stock as of the close of business on April 22, 2016, in the form of (i) an original or a copy of the voting instruction form from the stockholder's bank or broker with the stockholder's name on it, or (ii) a letter or statement from a bank, broker or other nominee indicating that the stockholder owned the Company's common stock as of the close of business on April 22, 2016.No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the annual meeting. Shares may be voted in person at the annual meeting only by (a) the record holder as of the close of business on April 22, 2016 or (b) a person holding a valid proxy executed by such record holder.Electronic Availability of Proxy Materials for the 2016 Annual MeetingImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 20, 2016. This Proxy Statement and the AnnualReport to Stockholders and Form 10-K for fiscal year 2015 are available electronically atwww.proxyvote.com.4Proxy StatementProposal 1 Election of DirectorsAt the annual meeting, you will elect ten directors to serve until the 2017 annual meeting of stockholders or until their respective successors are elected and qualified, subject to such director's earlier death, resignation, disqualification or removal.Our bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections. In a contested election, where the number of nominees for director exceeds the number of directors to be elected, directors are elected by a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. If a nominee for director who was in officeserved as a director prior to the electionAnnual Meeting is not elected by a majority of votes cast,the requisite vote, the director must promptly tender his or her resignation from the Board, and the Nominating and Governance Committee of the Board will make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action.resignation. The Board, excluding the director in question, will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and its rationale within 90 days (or, if so extended by the Board in certain circumstances, within 180 days) from the date the election results are certified. If a nominee for director who was not already serving as a director does not receive a majority of votes cast in an uncontested electionthe requisite vote at the annual meeting,Annual Meeting, the nominee is not elected to the Board. All 20162023 director nominees are currently serving on the Board.After a thorough evaluation and assessment, the Nominating and Governance Committee has recommended, and the Board has re-nominated, Pamela M. Arway, Charles G. Berg, Carol Anthony ("John") Davidson, Barbara J. Desoer, Paul J. Diaz, Peter T. Grauer, John M. Nehra, William L. Roper, Kent J. Thiry and Roger J. Valine for election as directors. Please see the section titled "Corporate Governance — Selection of Directors" below for more information about the re-nomination process.Nine Eight of the tennine director nominees for director have been determined to beare independent under the listing standards of the New York Stock Exchange ("NYSE") listing standards (the "NYSE Independence Standards"). Please see the section titled "Corporate“Corporate Governance — Director Independence"Independence” below for more information. Each director nominee has consented to being named as a nominee in this Proxy Statement as a nominee and has agreed to serve as a director, if elected.indicates otherwise, the personsholders named as proxies in the accompanying proxy card (the “Company Proxies”) have advised us that at the annual meetingAnnual Meeting they intend to vote the shares covered by the proxies for"for" the election of each of the director nominees named above.in this Proxy Statement. If one or more of the nominees areany director nominee is unable or not willingunwilling to serve, the persons named as proxiesCompany Proxies may vote for the election of the substitute nomineesnominee that the Board may propose. The accompanying proxy contains a discretionary grant of authority with respect to this matter. The persons named as proxiesProxies may not votebe voted for a greater number of personsmore than the number of nominees named above.nine director nominees.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 5
Biographies of our Director NomineesInformation Concerning Members of the Board Standing for Election current as of March 31, 2016,[_______], 2023, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience, is presented below. 
62, has been one of our directors since May 2009. From 2005 to 2007, Ms. Arway69, served as the presidentPresident of the Japan, Asia-Pacific, Australia region for American Express International, Japan, Asia-Pacific, Australia region,Inc., a global payment services and travel company.company, from 2005 to 2008. Ms. Arway joined the American Express Company in 1987, after which sheand subsequently served in various capacities, including as chief executive officerChief Executive Officer ("CEO") of American Express Australia Limited from 2004 to 2005 and as executive vice presidentExecutive Vice President of Corporate Travel, North America from 2000 to 2004. Prior to her retirement in October 2008, she also served as advisor to the American Express Company's chairmanCompany’s Chairman and chief executive officer.CEO. Since May 2010, Ms. Arway has also been a member of the boardBoard of theDirectors of The Hershey Company, a chocolate and confectionaryconfectionery company, and since May 2010. She currently serves as the Chair of the Governance Committee and asMarch 2014, Ms. Arway has been a member of the Audit and Executive CommitteesBoard of Hershey Company's board. She joined the boardDirectors of Iron Mountain Incorporated, an enterprise information management services company, in March 2014 and serves as chair of its Compensation Committee.company. Ms. Arway brings significant leadership experience as a global executive, with extensive management experience in the areas of marketing, international business, finance and government affairs. With her service as a director on the boards of other large public companies, Ms. Arway also brings significant experience in corporate governance and executive compensation-related matters.
58,65, has been oneserved as a Senior Advisor for The Cigna Group (“Cigna”), a global health service company, since January 2023, and served as President of our directors since March 2007.U.S. Government Business and Senior Advisor for Cigna from January 2022 to January 2023. Mr. Berg served as executive chairman andExecutive Chair of DaVita Medical Group ("DMG"), DaVita's former integrated healthcare business, from November 2016 until December 2017. From 2008 to 2013, Mr. Berg served as a member of the board of directorsExecutive Chair of WellCare Health Plans, Inc. ("WellCare"(“WellCare”), a provider of managed care services for government-sponsored healthcare programs from January 2008 to December 2010.programs. Mr. Berg served as non-executive chairmanNon-Executive Chair of the boardBoard of directorsDirectors of WellCare from January 2011 until his retirement in May 2013. From January 2007 to April 2009, Mr. Berg was a senior advisorSenior Advisor to Welsh, Carson, Anderson & Stowe, a private equity firm. From April 1998 to July 2004, Mr. Berg held various executive positions, including Executive Vice President - Medical Delivery, President and Chief Operating Officer ("COO") with Oxford Health Plans, Inc. ("Oxford"(“Oxford”), a health benefit plan provider, which included chief executive officer from November 2002 to July 2004provider. He was the CEO when Oxford was acquired by UnitedHealth Group, president and chief operating officer from March 2001 to November 2002 and executive vice president, medical delivery from April 1998 to March 2001. From July 2004 to September 2006, Mr. Berg served asGroup. He then became an executive of UnitedHealth Group and was primarily responsible for integrating the Oxford business. Mr. Berg also currently serves onas a member of the Operating Council & Senior Advisory Board of Consonance Capital Partners, a private equity firm, and the board of directors of Justworks, Inc., a private human resources and payment company.firm. Mr. Berg is an experienced business leader with significant experience in the healthcare industry and brings an understanding of the operational, financial and regulatory aspects of our industry and business.6Proxy Statement
2
Carol Anthony ("John") Davidson60, has been one of our directors since December 2010. From January 2004 until his retirement in September 2012, Mr. Davidson70, served as the senior vice president, controllerCEO and chief accounting officer of Tyco International Ltd. ("Tyco"), a provider of diversified industrial products and services. Prior to joining Tyco in January 2004, he spent six years at Dell Inc., a computer and technology services company, where he held various leadership roles, including vice president, audit, risk and compliance, and vice president, corporate controller. In addition, he previously spent 16 years at Eastman Kodak Company, a provider of imaging technology products and services, in a variety of accounting and financial leadership roles. Mr. Davidson is a director of Pentair Plc., a provider of products and solutions in water, fluids, thermal management and equipment protection, Legg Mason Inc., a global asset management firm, and TE Connectivity Ltd., a technology company that was spun off by Tyco. From 2010 to 2015, Mr. Davidson was a member of the Board of Trustees of the Financial Accounting Foundation which oversees financial accounting and reporting standards setting processes for the United States. Mr. Davidson also serves on the Board of Governors of the Financial Industry Regulatory Authority. Mr. Davidson is a CPA with more than 30 years of leadership experience across multiple industries and brings a strong track record of building and leading global teams and implementing governance and controls processes. 
Barbara J. Desoer, 63, has been one of our directors since October 2015. Ms. Desoer currently serves as the chief executive officer and a member of the board of directorsDirectors of Citibank, N.A., a wholly owned subsidiary of Citigroup, Inc. and, a diversified global financial services company, sinceboth positions she held from April 2014. Ms. Desoer previously served as the chief operating officer2014 through April 2019, and COO of Citibank, N.A. from October 2013 to April 2014. In addition to her chief executive officer responsibilities, Ms. Desoer leads Citigroup's comprehensive capital analysis and review process. Prior to Citibank, N.A., Ms. Desoer spent 35 years at Bank of America, a diversified global financial services company, most recently as president,President, Bank of America Home Loans, where she led the integration of Countrywide, the largest mortgage originator and servicer in the United States. In previous Bank of America roles, Ms. Desoer wasserved as a Global Technology & Operations executive, an international market-focused position leading teams in the United Kingdom, Asia and Latin America. She alsoAmerica, and President, Consumer Products. Since April 2019, Ms. Desoer has served as president, Consumer Products.Chair of Citibank, N.A. and as a director of Citigroup, Inc. She serves on the boardAdvisory Board of visitors at the University of California at Berkeley.InStride. Ms. Desoer also has served on the board of directors of various non-profit and privately held corporations. Ms. Desoer is an experienced business leader with extensive management and international experience, and brings a deep understanding of regulated businesses.
Paul J. Diaz54, has been one of our directors since July 2007. Mr. Diaz serves as the executive vice chairman of Kindred Healthcare, Inc. ("Kindred"), a provider of long-term healthcare services in the United States, a position he has held since March 2015. Since August 2014, Mr. Diaz50, has served as the CEO and a partner at Guidon Partners LP, an investment strategy partnership. Hemember of the Board of Directors of Cardinal Health, Inc. ("Cardinal"), a global integrated healthcare services and products company, since September 2022. Prior to his appointment as CEO, Mr. Hollar served as chief executive officerChief Financial Officer for Cardinal from May 2020 to September 2022, where he led financial activities across the enterprise including financial strategy, capital deployment, treasury, tax, investor relations, accounting and reporting. Prior to Cardinal, from June 2018 until April 2020, Mr. Hollar served as Executive Vice President and Chief Financial Officer of KindredTenneco Inc. ("Tenneco"), a global automotive products and services company, where he was responsible for financial planning and analysis, accounting and reporting, tax, treasury and investor relations for the company. At Tenneco, Mr. Hollar also served as Senior Vice President, Finance from January 2004June 2017 to March 2015,June 2018. From October 2016 to June 2017, Mr. Hollar served as well as president from January 2002 to May 2012the Chief Financial Officer of Sears Holding Corporation ("Sears"), a holding company for large consumer retailers across the U.S., and as chief operating officerSenior Vice President, Finance from January 2002October 2014 to December 2003.October 2016. Sears filed for Chapter 11 bankruptcy in October 2018. Mr. Hollar is an experienced finance leader who brings to the Board more than 25 years of financial and operational experience spanning the healthcare, transportation, manufacturing and retail sectors.
joining Kindred, Mr. DiazMicrosoft, Dr. Moore served as Vice President of Google Inc. ("Google"), a multinational technology company that specializes in Internet-related products and services, from 2016 to 2019, and was the managingfounder and leader of Google Cloud Healthcare and Life Sciences globally. Dr. Moore is an engineer, practicing physician, and experienced educator. He is board certified in Diagnostic Radiology, Neuroradiology and Clinical Informatics. Prior to his leadership roles at Microsoft and Google, Dr. Moore served as the Chief Emerging Technology and Informatics Officer at Geisinger Health System, a regional healthcare provider, where he was also Director of the Institute of Advanced Application. His prior academic and clinical appointments include Stanford University School of Medicine, Penn State University College of Medicine, and Wayne State University School of Medicine. From 2019 until its merger with Baxter International Inc. in 2021, Dr. Moore was a member of Falcon Capital Partners, LLC, a private investment and consulting firm, and from 1996 to July 1998, Mr. Diaz served in various executive capacities with Mariner Health Group, Inc., a health care facility operator, including as executive vice president and chief operating officer. Mr. Diaz serves on the boardsBoard of Kindred and Patterson MedicalDirectors of Hill-Rom Holdings, Inc., a private medical supply distribution company, andtechnology provider. Dr. Moore brings to the board of visitors of Georgetown University Law Center and previously served on the board of PharMerica Corporation. Mr. Diaz is an experienced business leader with significantBoard substantial experience in the healthcare industrymedical field as a practitioner and brings an understanding ofhas a unique perspective, having also worked in the operational, financial and regulatory aspects of our industry and business.high technology sector for the last several years.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 7
Peter T. Grauer, 70, has been one of our directors since August 1994 and our lead independent director since 2003. Mr. Grauer has been chairman of the board of Bloomberg, Inc., a business and financial information company, since April 2001, treasurer since March 2001 and was its chief executive officer from March 2002 until July 2011. Mr. Grauer has also served as a non-executive director of Glencore plc, a global mining and commodities firm listed on the London Stock Exchange, since June 2013. From November 2000 until March 2002, Mr. Grauer was a managing director of Credit Suisse First Boston, a financial services firm. From September 1992 until November 2000, upon the merger of Donaldson, Lufkin & Jenrette ("DLJ"), a financial services firm, into Credit Suisse First Boston, Mr. Grauer was a managing director and founding partner of DLJ Merchant Banking Partners. Mr. Grauer serves as a director of Blackstone Group, L.P., a publicly traded global investment and advisory firm. Mr. Grauer has significant experience as a business leader and brings a deep understanding of our business and industry through his over 20 years of service as a member of the Board. 
67, has been one of our directors since November 2000. From74, was, from 1989 until his retirement in August 2014, Mr. Nehra was affiliated with New Enterprise Associates ("NEA"(“NEA”), a venture capital firm, including, from 1993 until his retirement, as general partnerGeneral Partner of several of its affiliated venture capital limited partnerships. After his retirement in August 2014, Mr. Nehra remained a retired Special Partner with NEA and continued serving on the board of directors of a number of NEA’s portfolio companies. Mr. Nehra also served as managing general partnerManaging General Partner of Catalyst Ventures, a venture capital firm,an affiliate of NEA, from 1989 to 2013. Since 2021, Mr. Nehra has served onas a member of the boardsBoard of CVRx, Inc., a number of NEA's portfolio companies until his retirement in August 2014 and remains a retired special partner of NEA.commercial-stage medical device company. Mr. Nehra is an experienced business leader with approximately 4445 years of experience in investment banking, research and capital markets and he brings a deep understanding of our business and industry through his nearly 1523 years of service as a member of the Board as well as significant experience in the healthcare industry through his involvement with NEA'sNEA’s healthcare-related portfolio companies.
Dr. William L. Roper67,58, has been oneserved as Chairman of our directorsthe Board of Labcorp, a leading global life sciences company, since May 2001. Dr. Roper has been chief executive officer of the University of North Carolina ("UNC") Health Care System, dean of the UNC School of Medicine and vice chancellor for medical affairs of UNC since March 2004. Dr. Roper also continues to serve2020, as a professordirector of health policyLabcorp since April 2013, and administration in the UNC School of Public HealthPresident and a professor of pediatrics and of social medicine in the UNC School of Medicine. From 1997 until March 2004, he was dean of the UNC School of Public Health. Before joining UNC in 1997, Dr. RoperChief Executive Officer since November 2019. Mr. Schechter previously served as senior vice presidentspecial advisor to the CEO of Prudential Health Care. He also served as directorMerck & Co., Inc. (“Merck”), a multinational pharmaceutical company, from January 2019 to July 2019. From 2010 to 2018, Mr. Schechter was an Executive Vice President of the Centers for Disease Control and Prevention from 1990 to 1993, on the senior White House staff in 1989 and 1990 and as the administrator of Centers for Medicare & Medicaid Services from 1986 to 1989. Dr. RoperMerck, where he was a member of Merck’s executive committee, pharmaceutical and isvaccines operating committee, and President of Merck’s Global Human Health Division, which included Merck’s worldwide pharmaceutical and vaccine businesses. Prior to becoming President, Global Human Health, Mr. Schechter served as President, Global Pharmaceutical Business of Merck from 2007 to 2010. In 2022, Mr. Schechter earned the immediate past chairmanCERT Certificate in Cybersecurity Oversight. Mr. Schechter brings to the Board extensive knowledge of the boardhealthcare industry, operations and regulatory environment, significant executive leadership and management experience. In addition, his CERT Certificate in Cybersecurity Oversight strengthens this valuable expertise of the National Quality Forum, a non-profit organization that aims to improve the quality of healthcare. From December 2007 to November 2011, Dr. Roper served on the board of Medco Health Solutions, Inc., a pharmacy benefits management company, and since November 2011 has served on the board of its successor company, Express Scripts Holding Company. Dr. Roper brings substantial expertise in the medical field, an in-depth understanding of the regulatory aspects of our business as well as clinical, financial and operational experience.Board. 8Proxy Statement 4 
Kent J. Thiry60,65, has been our chairman of the Board since June 2015 and from October 1999 until November 2012, and our chief executive officer since October 1999. In October 2014, Mr. Thiry also became chief executive officer of our integrated care business, HealthCare Partners ("HCP"). From November 2012 until June 2015, Mr. Thiry served as our co-chairman of the Board. From June 1997 until he joined us in October 1999, Mr. Thiry was chairman of the board and chief executive officer of Vivra Holdings, Inc., which was formed to operate the non-dialysis business of Vivra Incorporated ("Vivra") after Gambro AB acquired the dialysis services business of Vivra in June 1997. From September 1992 to June 1997, Mr. Thiry was the president and chief executive officer of Vivra, a provider of renal dialysis and other healthcare services. From April 1992 to August 1992, Mr. Thiry was president and co-chief executive officer of Vivra, and from September 1991 to March 1992, he was president and chief operating officer of Vivra. From 1983 to 1991, Mr. Thiry was associatedan Advisory Partner with Bain & Company, firstInc. (“Bain”), a global management consulting firm, since July 2010. Ms. Yale was a Partner with Bain from 1987 to July 2010, and was a leader in building Bain’s healthcare practice. In her role at Bain, Ms. Yale works with healthcare payors, providers, and medical device companies, and frequently advises the world’s leading private equity firms on their investments in the healthcare sector. She has served as a consultant, and then as vice president. Mr. Thiry previously served onmember of the board of Varian Medical Systems, Inc. from August 2005 to February 2009directors of several public and private companies in the healthcare sector, and since November 2019 has served as the non-executive chairman of Oxford Health Plans, Inc. until it was sold to UnitedHealth Group in July 2004. As a member of management, Mr. Thiry provides significantthe Board of Directors of Bristol-Myers Squibb Company, a global biopharmaceutical company, and since 2014 has served as a member of the Board of Directors of Blue Cross Blue Shield of Massachusetts ("BCBS MA"). Ms. Yale previously served as Chair of the BCBS MA Board of Directors from 2014 to 2019 and Chair of the Board of Directors of Kindred Healthcare, Inc. from 2010 to 2018. Ms. Yale has a deep knowledge base in the U.S. healthcare sector and has experience in many aspects of the healthcare industry, experienceincluding corporate strategies, marketing and unique expertise regarding the Company's businesscost and operationsquality management, as well as executive leadershipmergers and management experience. 
Roger J. Valine, 67, has been one of our directors since June 2006. From January 1992 to his retirement in June 2006, Mr. Valine served as both the president and chief executive officer of Vision Service Plan ("VSP"), the nation's largest provider of eyecare wellness benefits. Upon his retirement, Mr. Valine had worked for VSP for 33 years and provided consulting services to VSP through December 2008. Mr. Valine previously served on the boards of American Specialty Health Incorporated and SureWest Communications. Mr. Valine is an experienced business leader with significant experience in the healthcare industry and brings an understanding of the operational, financial and regulatory aspects of our business as well as extensive management experience.acquisitions.nominees as directors.DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 9 Corporate Governancegeneral governance framework for the Company is provided by its bylaws,Board believes that a strong corporate governance guidelines, the charters for eachprogram supports long-term stockholder interests. The Board monitors evolving governance standards and regularly seeks stockholder feedback on many of these topics. Some key features of the Board's committees, theCompany’s corporate governance codeprogram include:ü ü ü ü Stockholder right to call special meetings of stockholders at 10% ownership threshold. ü No stockholder rights plan/poison pill. ü ü ü ü Majority vote standard in uncontested elections. ü Robust stock ownership guidelines for senior executives and directors that link the interests of management and the Board with those of stockholders. ü ü ü ethics and corporate codeDaVita shares outstanding as of conduct. These governance documents are available under the CorporateSeptember 30, 2022.Governance section of our website, located athttp://www.davita.com/about/corporate-governance. The22022 Spencer Stuart U.S. Board adopted the corporate governance guidelines to assist the Board and its committees in performing their duties and serving the best interests of the Company and our stockholders.In making recommendation*Under NYSE Independence Standards; as of [_______], 2023 most beneficial to our Company. The committeeNominating and Governance Committee also considers theseeks to ensure an appropriate mix of different tenures of the directors, taking into account the benefits of having longer-tenured directors with longer tenures, includingin providing valuable historical knowledge and greater boardBoard stability and ensuring continuity, of organizational knowledge, andas well as the benefits of having newer directors with shorter tenures,who can provide fresh perspectives and takes steps as may be appropriate to ensure that the Board maintains an openness to new ideasviewpoints. Management and a willingness to re-examine the status quo. In connection with the re-nominationindependent members of current directors, it is the committee's responsibility to determine in each case whether re-nomination is appropriate. The committee assesses each director's performance and contributions to the Board, as well as his or her skills, experience and qualifications, including the continued value to the Company in lightpart of current and future needs, including whether the Company's needs foryear-round engagement program, regularly seek input from stockholders regarding the director's experience and background have changed. If the incumbent director has not performed or contributed in a meaningful way, the committee should consider whether re-nomination isappropriate in light of any other relevant facts and circumstances. Another integral part of this process is the individual director evaluations by the Board members. The Company does not have a specific diversity policy. However, as noted in our corporate governance guidelines, when selecting nominees the committee considers diversityBoard's mix of skills, experience, perspectiveexpertise and background. tenure to further support Board refreshment and the Board's independent oversight of the Company.Independent, Female Board Chair Three Out of Four of Our Current Committee Chairs are Diverse* 
nominees for director candidates recommended by stockholders upon submission in writing to our Corporate Secretary of the names and qualifications of such nomineescandidates at the following address, within the timeframe and subject to the other requirements set forth in our bylaws:address: Corporate Secretary, DaVita HealthCare Partners Inc., 2000 16th Street, Denver, Colorado 80202. The committeeNominating and Governance Committee will evaluate candidates based on the same criteria described above, regardless of whether the candidate was recommended by the Company or a stockholder.In March 2016,Nominatingkey skills and Governance Committee recommendedexperience represented by the candidates standing for election atdirector nominees as of [_______], 2023. The details of each director nominee's competencies are included in each director's profile under the 2016 annual meetingsection titled "— Biographies of stockholders.our Director Nominees."Corporate Governance DIRECTOR NOMINEE SKILLS MATRIX SKILLS AND EXPERIENCE Arway Berg Desoer Hollar Moore Nehra Rodriguez Schechter Yale Strategic Initiatives /
M&A☑ ☑ ☑ ☑ ☑ ☑ ☑ ☑ 8 Risk Management ☑ ☑ ☑ ☑ ☑ ☑ ☑ 7 Finance / Capital
Allocation / Accounting☑ ☑ ☑ ☑ ☑ ☑ ☑ 7 Tech / Digital
Transformation /
Cybersecurity☑ ☑ ☑ 3 Gov't / Regulatory /
Public Policy☑ ☑ ☑ ☑ ☑ 5 Public Co. CEO ☑ ☑ ☑ 3 Human Capital
Mgmt / Compensation☑ ☑ ☑ ☑ ☑ ☑ ☑ ☑ 8 Healthcare Provider /
Payor / Investing / VC☑ ☑ ☑ ☑ ☑ ☑ ☑ 7 Public Co. Corporate
Governance☑ ☑ ☑ ☑ ☑ ☑ ☑ ☑ ☑ 9
Annual Board and Committee Evaluations
Rotating cycle with anonymous written evaluations each year and live interviews with each director every other year, which includes individual director evaluations.
Process is overseen by the Nominating and Governance Committee.
Directors provide feedback regarding performance and effectiveness of the Board and its Committees, the Chair and, every other year, individual director performance. 
The Board reviews the results of these evaluations in executive session.
The Chair of the Board speaks with each director for one-on-one discussion, as appropriate.
criteria for "independence." No director qualifies as independent under the NYSE listing standards unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).Independence Standards. In addition, the Company's Corporate Governance Guidelines require that at least two-thirds of the members of the Board has adopted a formal set of standards used to determine director independence. The full text of our directorsatisfy the NYSE Independence Standards and certain additional independence standards is available underdiscussed in detail below and included in the Company's Corporate Governance sectionGuidelines (the "Additional Independence Standards").our website, located athttp://www.davita.com/about/corporate-governance.the Company or one of its wholly-owned subsidiaries or (b) an immediate family member of the director was an executive officer of the Company, (ii) the director, during the current calendar year or any of the three immediately preceding years, has been paid by the Company more than $120,000 in compensation for services, other than for services rendered as a director, or (iii) the director is employed as an executive officer of another public company on whose board of directors any of the Company’s current executive officers serve.has determined that all of the individuals currently serving, or who served at any time during 2015, as members of the Board, other than Mr. Thiry, are independent under the NYSE listing standards and the Company's independence standards. In evaluating each director's independence, the Board consideredevaluates the nature of any executive officer'sofficer’s or director’s personal investment interest in director affiliated director-affiliated10 Corporate Governance director affiliateddirector-affiliated entities, any special arrangements or relationships between the10Corporate Governancewhichthat would lead to a personal benefit, any personal benefits derived as a result of business relationships with the Company, any other personal benefit derived by any director or executive officer as a result of the disclosed relationships or any other relevant factors.assessing director independence,making its determination, the Board considered investments madeMr. Berg's prior employment with the Company from November 1, 2016 through December 15, 2017, as well as his receipt in 2019 of a one-time cash payment upon the past by some Board members and executive officersclosing of the Company in certain fundssale of a venture capital firmthe Company's DMG business (the "DMG Payment"), both of which Mr. Nehra is a retired special partner or that are managed directly or indirectly by the firm of which Mr. Nehra is a retired special partner. The Board also considered transactions in which WellCare has made payments to us for services rendered in the ordinary course of business in the lastoccurred more than three years which did not exceed the greater of $1 million or 2% of WellCare's consolidated gross revenue in each such year. Mr. Berg was a director and non-executive chairman of WellCare until May 2013 and holds less than a 10% beneficial interest in WellCare.ago. The Board also considered the $465,000Company's commercial relationship with Cigna, where Mr. Berg serves as Senior Advisor. After consideration of additional feesall relevant factors, including, among other things, that the Company's business with Cigna was conducted in the aggregate paidordinary course pursuant to arms length negotiations that did not involve Mr. Berg in his role as a member ofand that the Board's Compliance Committee in 2013 and 2014, in overseeing the 2010 U.S. Attorney physicianCompany's relationship investigation and the 2011 U.S. Attorney physician relationship investigation ("PRI"), at the request ofwith Cigna predated Mr. Berg's employment with Cigna, the Board as well asdetermined that none of Mr. Berg's prior employment with Company, the $59,000 additional fees paid toDMG Payment, or the Company’s commercial relationship with Cigna presented a conflict of interest, nor did they compromise the independence of Mr. Berg in 2015 in his role as the chairman of the Board's Compliance Committee, in overseeing matters related to the subpoenas received by HCP and the five-year Corporate Integrity AgreementBerg.entered into between the Company and the United States Department of Health and Human Services, Office of Inspector General, in connection with the resolution of PRI (the "Corporate Integrity Agreement"). In addition, the Board considered the transactions in which Kindred has made payments to us for services renderedCompany’s commercial relationship with Cardinal, where Mr. Hollar serves as Chief Executive Officer and director, and the Company's commercial relationship with Labcorp, where Mr. Schechter serves as President, Chief Executive Officer and Chairman of the Board. After consideration of all relevant factors, including, among other things, that the Company's business with Cardinal and Labcorp was each conducted in the ordinary course of business in the last three years whichpursuant to arms length negotiations that did not exceedinvolve Messrs. Hollar and Schechter, respectively, and that the greaterCompany's relationship with each of $1 million or 2% of Kindred's consolidated gross revenue in each such year. Mr. Diaz is Kindred's executive vice chairmanCardinal and director,Labcorp predated Messrs. Hollar's and has less than a 10% beneficial interest in Kindred.The Board maintains a policy wherebySchechter's respective consideration for service on the Board, willthe Board determined that the Company’s commercial relationships with each of Cardinal and Labcorp did not present a conflict of interest and did not compromise the respective independence of Messrs. Hollar and Schechter.the director'sa director’s continued service on the Board in the event that the director retires from his or her principal job, changes his or her principal job responsibility or experiences a significant event that could negatively affect his or her service to the Board. In such event, the policy providesCorporate Governance Guidelines provide that the affectedimpacted director shall promptly submittender his or her offer of resignation to the chairmanBoard Chair for consideration by the other members of the Board and the lead independent director.Board. The members of the Board, excluding the affectedimpacted director, will determine whether the affected director'ssuch director’s continued service on the Board is in the best interests of our stockholders and will decide whether or not to accept the resignation of the director. The determination of whether a change in status has occurred is in the sole discretion of the Board. In addition, the policy providesCorporate Governance Guidelines provide that prior to accepting an invitation to serve on the board of directors of another public company or other significant commitments involving affiliation with other for-profit businesses, non-profit entities or governmental units, a director mustshould advise the chairman ofCorporate Secretary or the Board and the lead independent directorChair so that the remaining members of the Board may evaluate any potential conflicts of interest.Mr. Thiry isLeadership Structure and Meetings of Independent DirectorschairmanBoard since May 2009, has served as the independent Board Chair since June 2020. The Board believes that Ms. Arway’s breadth of experience and depth of knowledge gained during her career and her tenure on our Board and the chief executive officer of the Company. Since October 2014, Mr. Thiry has also served as chief executive officer of HCP. Mr. Thiry brings over 15 years of experience with our Company and deep institutional knowledge and experienceare highly beneficial to the combinedBoard Chair role.We believe that Mr. Thiry's experience and knowledgeCEO and chairman are essential to the chairman role and are counterbalanced appropriately by the significant role of the lead independent director. Our lead independent director, Mr. Grauer, who was elected by and from the independent board members, plays a significant role in Board leadership and meetings of the independent directors. Mr. Grauer also chairs our Nominating and Governance Committee, and as chairman of the Nominating and GovernanceCommittee, Mr. Grauer has the authority to call meetings of the committee, whose primary purpose, as outlined in its charter, includes overseeing the evaluation of the Company's management, including the CEO.As lead independent director, Mr. Grauer serves as liaison between the chairmanmanagement and the independent directors approves information sent to the Board, confers with the CEO/chairman in setting and thereafter approvingBoard, approves meeting schedules to assure that there is sufficient time for discussion of all agenda items, and presidesBoard.at which the chairman is not present, including executive sessions of independent directors. Additionally, Mr. Grauer facilitatesrequired, andappropriateContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 11decides when to engage independent advisors for the Board or a Board committee. Mr. Grauer, in his capacity as lead independent director, also has the authority to–May call meetings of the Board and the independent directors and, if requested by major stockholders, makes himselfherself available for consultation and direct communication with them.Independent–Oversees the function of our Board Committees, each of which has an independent Chairmeet regularlyevaluate the Board’s leadership structure, typically on an annual basis.
Succession Planningexecutive sessions without management. Executive sessions are held in conjunctionconsultation with each regularly scheduled meetingthe CEO and that the full Board should have oversight of the Board.succession planning process.Corporate Governance 
14 Corporate Governance JULY - SEPTEMBER 
OCTOBER - JANUARY MAY - JUNE FEBRUARY - APRIL 
Board Diversity Pay-for-Performance Environmental Sustainability Programs and Reporting Board Skills, Tenure and Refreshment and Committee Composition Pay vs. Performance Disclosures Political Spending Disclosures Board Leadership and Succession Planning CEO Compensation and Executive Compensation Program Design Workforce Development and Diversity and Belonging lead independent director, Mr. Grauer,Board Chair may do so by sending an email toleaddirector@davita.com.independentchair@davita.com. In addition, any interested party who desires to contact the Board or any membermember(s) of the Board may do so by writing to: Board of Directors, c/o Corporate Secretary, DaVita HealthCare Partners Inc., 2000 16th16th Street, Denver, Colorado 80202. Copies of any such writtenmember depending on the facts and circumstances described in the communicationmember(s) unless they are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s).annual meetingAnnual Meeting of stockholders. AtStockholders. Our CEO and director, Mr. Rodriguez, was in attendance at the last annual2022 Annual Meeting of Stockholders, which was held virtually.meeting of stockholders, our chairman and CEO, Mr. Thiry, attended the meeting.committees:standing Committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Compliance Committee, the Public PolicyCompensation Committee, and the Clinical PerformanceCompliance and Quality Committee. As required by the NYSE listing standards and U.S. Securities and Exchange Commission ("SEC") rules, all members of the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee are independent in accordance with the NYSE Independence Standards. All members of our Compliance and Quality Committee are also independent in accordance with the NYSE Independence Standards.9 seven times during 2015. Each2022. On average, our incumbent directors attended approximately 99% of all meetings of the Board and Board Committees on which they served, and all of our incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board and Board Committees on which they served that were held during the total number of meetings held by all committeestime they were a director in 2022.16 Corporate Governance on which he or she served during 2015.12Corporate Governancechart sets out theforth our current members of our Board Committees and membership, and describes the principalcertain key functions of each committee of our Board. The charter for each committeeof our committees is available underon the Corporate Governance section of our website, located athttp://www.davita.com/about/corporate-governance.Name of Committeeand MembersPrincipal Functions
of the CommitteeMeetingsin 2015 AuditCarol Anthony ("John") DavidsonChairCharles G. BergRoger J. Valine•including the financial reporting and disclosure processesrelated footnotes and the integrity and effectiveness of our system of internal control over financial reporting.•Monitors our compliance with legal and regulatory requirements, including healthcare compliance in coordination with the Board's Compliance Committee.•Monitorsother related disclosuresfunction.• including those that may have a material impact onCompany's financial statements.•Appoints and engages our independent registered public accounting firm, and pre-approves the firm's annual audit services (including related fees), audit-related services, and all other services in accordance with our pre-approval policy.•Monitorseffectiveness of our disclosure controls and procedures and compliance with ethical standards.•Board.10Board CompensationPrincipal Functions of the Committee DiazPeter T. GrauerRoger J. ValineDiaz*•performanceresults of our chief executive officeradvisory stockholder votes and other executivesstockholder feedback on our executive compensation program and makes specific recommendationsconsiders whether to make adjustments to our executive compensation policies and decisions regarding their compensation.•Establishespractices as a resultrelatingrelated to our executive officerscompensationgoals and objectives and summary performance of our executive officers other than the CEO, and other key employeesmakes compensation decisions that furtherare aligned with the goalperformance of ensuring that oureach executive officer system for our chief executive officerCEO, evaluates our CEO’s performance in light of those goals and our other executives, as well as our philosophy for compensation for all employeesobjectives, and determines and approves, subject to approval by the independent members of the Board, all elements of our CEO’s total compensation based on this evaluationstockholders.•Conducts an evaluation ofstockholderschief executive officer's performanceannual Compensation Discussion and Analysis disclosures to determine whether to recommend to the Company's performanceBoard that it be included in our Annual Report on Form 10-K and considers a self-assessment prepared by our chief executive officer. Periodically, the Compensation Committee engages an outside consultant to conduct an in-depth analysis of our chief executive officer's performance as a manager during the year.•consultants, independentconsultant, legal counsel and other advisors, and is directly responsible for hiring, overseeing and compensating such advisors.•Annually reviewsadvisorsapprovesregulations regarding stockholder approval of certain executive compensation matterslong-term corporate goalsCompany’s executive compensation program received through the Company’s stockholder outreach program and objectives applicable to compensation for our chief executive officer, evaluates our chief executive officer's performance in light of those goals and objectives, and determines and approves, subject to ratification by the independent members of the Board, all elements of our chief executive officer's total compensation, including the chief executive officer's compensation level based on this evaluation.•Works closely with and considers the recommendations of our chief executive officer to determine the compensation of our other executive officers.•Reviews the goals and objectives and summary performance assessments applicable to the compensation of our other executive officers, and reviews and approves all elements of total compensation of our other executive officers and considers the recommendations of the chief executive officer who conducts a performance and compensation review of each other executive officer and reviews his detailed assessments of the performance of each of the other executive officers with the Compensation Committee.•Reviews the results of any advisory stockholder votes and other stockholder feedback on theexecutive compensation of our executive officers and considers whether to makerecommend adjustments to ourthe Company’s executive compensation policies and practices as a result of such votes.3 Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 13Name–Oversees the Company's assessment of Committee
risk related to the Company's compensation plans, programs and MembersPrincipal Functions
policiesCommitteeMeetingsin 2015 NominatingCompany’s policies and GovernancePeter T. GrauerChairPamela M. ArwayCarol Anthony ("John") DavidsonRoger J. Valine•Reviews strategies relating to its human capital management functionmakes recommendationsdelegate any responsibilities, including those described above, to the Board about our governance processes.•Assists in identifying and recruiting candidates for the Board.•Annually reviews the performancea subcommittee of the individualone or more membersBoard.•Proposes a slate of nomineesCompensation Committee are (a) "independent" under the NYSE Independence Standards and the NYSE’s heightened independence requirements for election at the annual meeting of stockholders.•Makes recommendations to the Board regarding the membershipcompensation committee members and chairs(b) “nonemployee directors” under Rule 16b-3 of the committeesSecurities Exchange Act of the Board.21934 (the “Exchange Act”). Compliance Committee1ChairBarbaraDesoer2Paul J. DiazDr. William L. RoperMoore, M.D., Ph.D.*•Federal health careapplicable healthcare laws, regulations, and guidance governing the conduct of dialysis providers, including federal healthcare regulatory program requirements and the Corporate Integrity Agreement.•significant healthcare regulatory compliance risk, areas, and reviews the steps management is taking to monitor, control and report these risk exposures.•regulatory compliance.•for directingensuring proper communication of healthcare regulatory compliance issues to the Company's response to certain pending governmental investigations.•at least once each quarterregularly in executive sessions with our chief compliance officerCCO to discuss, among other things, our compliance program and to receive an update on compliance activities initiated or completed during the quarter.7 Public PolicyJohn M. NehraChairPamela M. ArwayPaul J. Diaz•Advisesquarteron public policywith the general oversight of the Company’s patient safety and government relations mattersclinical quality of care programs and makes recommendations tomonitors the Board as to policiesCompany’s performance in this regardproceduresclinical services metrics and prioritiesissuesscientific, clinical and regulatory quality performance benchmarkspublic policy and government relations.•Oversees the Company's government affairs activity and political spending.2 Clinical PerformanceDr. William L. RoperChairCarol Anthony ("John") DavidsonBarbara J. Desoer2•Advises the Board on clinical performance issues facing the Company.•Makes recommendations to managementcare program and to receive an update on quality activities initiated or completed during the Board asquarterpolicieshealthcare program requirements, anti-corruption or patient safetyprocedures relating to issues of clinical performance.2 Quality Committee are “independent” under the NYSE Independence Standards.
Annual Meeting.1Nehra served onDiaz will step down as a director, as a member of the Compensation Committee and as the Chair and a member of the Compliance and Quality Committee. Dr. Gregory Moore will assume the role of Compliance and Quality Committee until March 31, 2016.2Ms. Desoer was appointedChair effective as of the Annual Meeting date, subject to his re-election at the Clinical Performance Committee and Compliance Committee on March 31, 2016.14Corporate GovernanceOverview of Committee Membership QualificationsDirectorIndependentOther PublicCompany Boards* Pamela M. Arway1Yes2 Charles G. Berg2Yes0 Carol Anthony ("John") Davidson2Yes3 Barbara J. DesoerYes0 Paul J. Diaz1Yes1 Peter T. Grauer1,3Yes2 John M. NehraYes0 Dr. William L. RoperYes1 Kent J. ThiryNo0 Roger J. Valine1,2Yes0 181MemberCorporate Governance 
CompensationERM process:(a)comprised of independent underdirectors, oversees the listing standardsCompany's processes to identify and seek to mitigate clinical, legal, and compliance enterprise risks; andNYSEISO 27001 and 27005 standards that management believes provide additional levels of guidance or structure. We regularly evaluate the Company’s cybersecurity and privacyCompany's independence standards, (b)Compliance and Quality Committee monitor privacy, data and cyber security as specific risk areas. Mr. Schechter, a "nonemployee director" under Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act"), and (c) an "outside director" as defined in Internal Revenue Service regulations.2Membermember of the Audit Committee and qualifies as an "audit committee financial expert" within the meaningCompliance and Quality Committee, holds a CERT Certificate in Cybersecurity Oversight. As part of that oversight function:rules of the SEC and each is "independent" and "financially literate" under the listing standards of the NYSEERM team and the Company's independence standards.3Mr. Grauer is our Lead Independent Director.*Current as of March 31, 2016.Risk OversightThe Board's involvement in risk oversight involves–These reports to the Audit Committee include reports on external and internal audits of information security matters, which are conducted regularly;Compliancecountries in which we do business;full Board. EachAudit Committee on these results as appropriate;Compliance Committee are comprised of independent non-executive directors. The Audit Committee is responsible for legal and regulatory risk oversight and the Compliance Committee has primary responsibility for oversight of healthcare legal and regulatory compliance requirements. The Audit Committee and the Compliance Committee meet regularly with our chief legal officer or the corporate secretary, as the case may be, and chief compliance officer, and work together to assist the Board with oversight of legal and compliance enterprise risk management and to ensure that management identifies, monitors, controls and reports such compliance risk exposures. The Compliance Committee reviews significant healthcare legal and regulatory compliance risk areas, and meets on a regular basis and reports directly to the Board on its findings. The Audit Committee receives materials on enterprise risk management on an annual basis. These materials include identification of top enterprise risks forthe alignment of management's accountability and reportingcurrently has a cybersecurity risk insurance policy in place that provides certain coverage for, these risks, and mapping of the Board's and Audit Committee's oversight responsibilities for key risks. among other things, cybersecurity breaches.20 Corporate Governance Audit Committee and the full Board periodically receive materials to address the identification and status of major risks to the Company. The Audit Committee discusses significant risk areas and the actions management has taken to monitor, control, and report such exposures. The Audit Committee also reviews with the Company's chief legal officer or corporate secretary, as the case may be, legal matters that may have a material impact on the Company's financial statements, the Company's compliance with applicable laws and regulations, and material reports or inquiries received from governmental agencies, including such matters identified by the Compliance Committee or the chief compliance officer. At each meetingCommittees of the full Board the chairman of the Audit Committee reports on the activities of the Audit Committee, includingare structured to oversee other specific risks, identified and risk oversight.Share Ownershipregularly receives reports from each of its Committees, which provide detail on risk management issues and management's response. The Board discusses the risk exposures, if any, involved in the reports or recommendations of the Committees, as necessary. Additionally, the Board oversees the Company’s Policy Related to Political and Lobbying Expenditures, its public policy priorities and advocacy efforts, and the assessment of any potential risks related to the Company’s political spending.COMPENSATION COMMITTEE COMPLIANCE & QUALITY COMMITTEE AUDIT COMMITTEE NOMINATING & GOVERNANCE COMMITTEE We haveshare ownership policy that appliesmeaningful financial interest in the Company’s Common Stock over time to all non-employee members of the Board. The purpose of the policy is to align the financial interests ofenhance and maintain alignment with our stockholders' interests.non-employee Board members with those of our stockholders.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 15Both sharesShares owned directly and shares underlying vested but unexercised stock appreciation rights ("SARs"), including stock-settled stock appreciation rights ("SSARs"), restricted stock units ("RSUs"), direct stock issuances ("DSIs") and stock options are included in the determination of whether the share ownershipestablished guidelines have been met. Effective as of December 15, 2022, 'in-the-money' value of shares underlying vested but unexercised equity awards are not included in this determination. The total net realizable share value retained (the "Ownership Threshold") must have a current market value (as defined in the policy) of not less than the lower of:••threeofwhich for 2022 was $80,000, or $240,000.$400,000.2015, each2022, all of our non-employee members ofdirectors were in compliance with the Board had metOwnership Threshold. See the requirements of our share ownership guidelines. See "Compensationsection titled “Compensation Discussion and Analysis — Compensation Policies and Practices — Management Share Ownership Policy" on page 51 of this Proxy StatementRequirements” for more information regarding our managementthe share ownership policy.Code of Ethics and Codes of ConductcodeCode of ethicsEthics that applies to our chief executive officer, chief financial officer, controller and chief accounting officer, chief legal officer,CEO, CFO, Chief Accounting Officer ("CAO"), CLO and all professionals involved in the accounting and financial reporting functions. We also have a codeCode of conductConduct that applies to all of our employees,teammates, officers, the Board, physician partners, and third parties conducting business on behalf of the Company. The Code of Ethics and the Board. The codeCode of ethics and the code of conductConduct are each available under the Corporate Governance section of our website, located athttp://www.davita.com/about/corporate-governance. If the Company amends or waives the codeCode of ethicsEthics or the codeCode of conductConduct with respect to our chief executive officer, chief financial officer, controller or chief accounting officer, chief legalofficer,CEO, CFO, CAO, CLO, or persons performing similar functions, we will postdisclose the amendment or waiver at the same location on our website.HCP also has a code of conduct that applies to its officers, employees, affiliated physicians, and persons serving on the board of directors of its subsidiaries, and other contracted providers, vendors and all third parties conducting business on behalf of HCP. The HCP code of conduct is available under the Corporate Governance section of our website, located athttp://www.davita.com/about/corporate-governance.
Insider Trading PolicyInsider Trading Policyemployeesother teammates that is intended to ensure that those individuals do not benefit financially from buyingprohibits the violation of the U.S. securities laws by transacting in our Common Stock, other Company securities or selling sharesthe securities of our common stockother companies, while in the possession of material non-public information.chief legal officerCLO is required for equity and 401(k)certain benefit plan transactions entered into by our executivesexecutive officers and Board members, such as an option or stock appreciation right exercise, or electing to invest in or divest shares of our common stock, as well as certainmembers.other transactions involving our common stock. In addition, quarterly trading blackouts are imposed under the Insider Trading Policy upon our directors, executive officers and certain other employeesteammates who are deemed to have access to the Company'sCompany’s financial results prior to their becoming final and being publicly disclosed. The Insider Trading Policy strictlyalso permits the Company to institute additional trading blackout periods or other pre-clearance requirements as deemed appropriate.transactions. Moreover,transactions for all those subject to the policy, which includes all directors, executive officers and DaVita teammates and restricts pledging transactions by our directors, executive officers and all other employees are prohibited from pledging Company securities as collateral for a loan.teammates at the vice president level and above.16Corporate Governance Independent Registered Public Accounting Firm2016.2023. Representatives of KPMG LLP are expected to attend the annual meeting in personAnnual Meeting virtually and will be available to respond to appropriate questions and to make a statement if they so desire. If KPMG LLP should decline to act or otherwise become incapable of acting, or if KPMG LLP'sLLP’s engagement is discontinued for any reason, the Audit Committee will appoint another independent registered public accounting firm to serve as our independent registered public accounting firm for 2016.fiscal year 2023. Although we are not required to seek stockholder ratification of this appointment, the Board believes that doing so is consistent with corporate governance best practices. If the appointment is not ratified, the Audit Committee will explore the reasons for stockholder rejectionthe unfavorable vote and will reconsider the appointment.2015 2022 and 20142021 by KPMG LLP, our independent registered public accounting firm: 2015 2014 $5,063,695 $4,760,714 $539,789 $487,185 $589,551 $445,429 — — $6,193,035 $5,693,328 2022 2021 $4,980,316 $4,331,130 $572,703 $622,311 $2,196,097 $1,888,738 All other fees — — Total $7,749,116 $6,842,179 countries."Audit“Audit Fees."” The audit-related fees in 20152022 and 20142021 include fees for audits of our employee benefit plans, an audit of a majority-owned entity, other domestic audits of HCP's risk bearing organizations,not related to the consolidated financial statements and fees of $101,009 and $264,297 in 2015 and 2014, respectively, for due diligence services relating to potential acquisitions.advicecompliance totaling $2,111,992 and $1,847,161 for 2022 and 2021, respectively, with the remainder primarily for technical tax planning. None of these fees were for tax compliance or tax preparation services.Pre-approval Policies and ProceduresThePre-approval Policies and Proceduresour independent registered public accounting firmKPMG LLP, in order to assureensure that the provision of such services does not impair the auditor'sauditor’s independence. The Audit Committee's pre-approval policy provides for pre-approval of all audit, audit-related, tax and all other services provided by the independent registered public accounting firm, KPMG LLP. The Audit Committee20152022 and concluded that such services performed by KPMG LLP were compatible with the maintenance of that firm'sfirm’s independence in the conduct of its auditing functions.The Board recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2016.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 17Proposal 3 Advisory Vote on Executive CompensationPursuantProposal 3 Advisory Vote to Approve Named Executive Officer Compensationvoteproposal to approve, on an advisory basis, the compensation of our named executive officers ("NEOs") as disclosed in this Proxy Statement in accordance with SEC rules. The advisory vote on executive compensation described in this proposal isrules, commonly referred to as a "say-on-pay“say-on-pay" vote."The Company intendsinclude in its proxy statementvote on an annual basis an advisory vote regarding named executive officer compensation.As disclosed ina separate proposal on the Compensation Discussion and Analysis,believesshould continue to hold say-on-pay votes. See the section entitled“—Proposal 4 Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation" below for more details.itsour executive compensation program is reasonable, competitive and strongly focused on pay-for-performance principles. We design our executive officer compensation program to attract and retain outstanding leaders who possess the skills and talent necessary to achieve our business goals and objectives. Our ultimate objective is to continue to create long-term stockholder value by being a leader in clinical outcomes, generating strong overall revenue growth, market share increases, operating margin growth, increases in Medicare Advantage enrollment and consistently strong total stockholder return ("TSR"). In order to achieve this objective, we have established an executive compensation program is designed to align the interests of our executives with the short- and long-term interests of our stockholders. Our incentive criteria focus on performance-based compensation that aligns with strategic, operational and financial objectives that we believe:
See the section entitled "Compensation Discussion and•rewards superior clinical outcomes;•rewards strong Company performance;•aligns our executives' interests with our stockholders' interests;believe support the creation of long-term stockholder value. •is competitive within the health care services, diagnostics, managed care and solutions markets, so that we can attract and retain outstanding executives.We believe that the compensation of our named executive officers during fiscal 2015 is consistent with the following achievements and financial performance Analysis — Overview — Our Executive Compensation Structure2015:
details.•improved clinical outcomes in our U.S. dialysis operations, including second year in a row as leader of the Five-Star Quality Rating System created by the Centers for Medicare and Medicaid Services;•consolidated net revenue growth of 7.7%;•net revenue growth of 5.2% related to our U.S. dialysis segment operations as a result of an increase in revenue per treatment of $6;•an increase in HCP's net revenue of 9.6% related to an increase of its fee-for-service business and senior capitated revenue;•an increase in other ancillary services and strategic initiatives net revenue of 21.3%;•U.S. dialysis treatment growth of 4.1%;•normalized non-acquired U.S. dialysis treatment growth of 3.9%;•net addition of 72 U.S. dialysis centers and 27 international dialysis centers;•strong operating cash flows of $1.557 billion, which have been reduced by approximately $304 million of after-tax payments made in connection with the settlement of the Vainer private civil suit; and•a $1.5 billion financing to lower interest rate, extend maturities and enhance liquidity.The Company's TSR from the first quarter of 2000 (our CEO's first full quarter with the Company) through the fourth quarter of 2015 was approximately 3,298%, putting the Company in the top 10 of all current S&P 500 companies over that period.The Compensation Committee has developed and approved an executive compensation philosophy to provide a framework for the Company's executive compensation program featuring the following policies and practices:•strong pay-for-performance alignment, with equity awards ranging up to 65% of our named executive officers' compensation in 2015, and with short-term cash bonuses and long-term incentive awards of cash and equity tied to the achievement of various performance metrics;•a stock ownership policy that requires our executives to accumulate a meaningful ownership stake in the Company over time to strengthen the alignment of our named executive officers' and stockholders' interests;•a clawback policy that permits the Board to recover bonuses, incentive and equity-based compensation from executive officers and members of the Board whose fraud or intentional misconduct was a significant contributing factor to the Company having to restate all or a portion of its financial statements; and•equity incentive plans that prohibit repricing or replacing underwater stock options or stock appreciation rights without prior stockholder approval.18Corporate Governancenamed executive officersNEOs and the compensation philosophy, policies and practices described in this Proxy Statement.named executive officerNEO compensation by voting FOR the following resolution at the annual meeting:"Annual Meeting:Company'sCompany’s stockholders approve, on an advisory basis, the compensation of the named executive officers,NEOs, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange CommissionSEC (which disclosure includes the Compensationsections titled "Compensation Discussion and Analysis, the2015" "Executive Compensation — 2022 Summary Compensation TableTable" and the other related tables and disclosure)."2015 annual meeting2022 Annual Meeting and each Annual Meeting of stockholders.named executive officersNEOs as disclosedContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 19Proposed Amendments to our Amended2023 Annual Meeting and Restated Bylaws to Adopt Proxy AccessStatement24 Theis recommendinghas not found any basis to believe that the previously-expressed stockholder preference should not continue to govern and notes that annual say-on-pay votes continue as the most prevalent market practice and are consistent with most institutional investor policies.amendments toor disapprove of the Company's Amended and Restated Bylaws that would permit certain stockholders to include qualified stockholder-nominated director candidates in the Company's proxy materials ("proxy access"). The proposed amendments to be approved byBoard’s recommendation. Instead, stockholders are contained in Section 12(a), Section 12(c) and Section 13 of Article III of the Company's Amended and Restated Bylaws, a copy of which is attachedbeing provided with four choices with respect to this Proxy Statement as Appendix A ("Amendments"). Additions toproposal: a say-on-pay vote every year, every two years or every three years, or stockholders may abstain from voting on this proposal. The choice that receives the Bylaws are indicated by underlining, and deletions are indicated by strikethrough text.Proxy access allows eligible stockholders to include their own nominees for director in the Company's proxy materials for an annual meetinghighest number of stockholders, along with the candidates nominated by the Board. A non-binding stockholder proposal submitted by the UAW Retiree Medical Trust, which requested that we adopt and present a proxy access bylaw for stockholder approval, received the support of 43% of our stockholders at the 2015 annual meeting of stockholders. Even though the stockholder proposal was supported by less than a majority of the votes cast by our stockholders the Board moved forward with the consideration of proposed amendments to our Amended and Restated Bylaws to implement a proxy access right. In determining the terms of the proxy access right to be proposed for stockholder approval. We reached out to the holders of a majority of our outstanding shares to obtain their feedback on proxy access, and the Board considered feedback from our stockholders gathered during engagement, including in relation to the ownership threshold and duration, the limitation on the number of stockholders that can comprise a nominating group, and the maximum number of proxy access nominees. The Board believes that the proposed Amendments include requirements and provisions designed to provide meaningful rights of proxy access while reducing some risks of abuse. Description of Proposed AmendmentsThe following description of the proposed Amendments is a summary only and is qualified in its entirety by reference to the complete text of the Amendments which is attached to this Proxy Statement as Appendix A. You are urged to read the Amendments in their entirety. Eligibility of Stockholders to Nominate DirectorsAny stockholder or group of up to 20 stockholders who have maintained continuous qualifying ownership of at least 3% of the shares of the Company's outstanding common stock for at least the previous three years would be permitted to include a specified number of director nominees in the Company's proxy materials for its annual meeting of stockholders. Calculation of Qualifying OwnershipTo ensure that the interests of stockholders seeking to include director nominees in the Company's proxy materials are aligned with those of other stockholders, a nominating stockholder would be deemed to own only those shares of outstanding common stock of the Company as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in such shares, including the opportunity for profit and the risk of loss. With respect to the stockholder or any of the stockholder's affiliates, the following shares would not count as "owned" shares for purposes of the Amendments:•shares sold in any transaction that has not been settled or closed, including any short sale;•shares borrowed for any purposes or purchased pursuant to an agreement to resell; or•shares subject to any option, warrant, forward contract, swap, contract of sale or other derivative or similar agreement, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of stock, which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (a) reducing in any manner, to any extent or at any time in the future, the full right to vote or direct the voting of any such shares, and/or (b) hedging, offsetting or altering to any degree any gain or loss arising from the full economic ownership of such shares, other than any such arrangements solely involving a national or multi-national multi-industry market index.20Corporate GovernanceA stockholder will be deemed to "own" shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A stockholder's ownership of shares will be deemed to continue during any period in which the stockholder has loaned such shares or delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which in either case is revocable at any time by the stockholder; provided that in the event of a loan, the stockholder has the power to recall such loaned shares on five or less business days' notice.Funds under common management and investment control, funds under common management and funded primarily by the same employer, and/or certain investment company families or groups, would be treated as one eligible stockholder or one member of a nominator group under certain circumstances. Number of Stockholder-Nominated CandidatesThe maximum number of candidates nominated by all eligible stockholders that the Company would be required to include in the Company's proxy materials for an annual meeting of stockholders is that number of directors constituting the greater of two or 20% of the total number of directors (rounded down to the nearest whole number) on the last day on which a nomination notice may be submitted to the Company (as described below under the section captioned "Nomination Window"). If one or more vacancies occur on the Board, or the Board decides to reduce the size of the Board in connection with the annual meeting, after the nomination deadline, the nominee limit would be calculated based on the reduced number of directors. Any stockholder-nominated candidate who is either subsequently withdrawn or includedconsidered by the Board inas the Company's proxy materialsstockholders’ recommendation as a Board-nominated candidate would be counted against the nominee limit. Procedure for Electing Candidates if Nominee Limit ExceededAny nominating stockholder submitting more than one stockholder nominee for inclusion in the Company's proxy materials would be required to rank such nominees based on the order that the nominating stockholder desires such nominees to be selected for inclusion in the Company's proxy materials. If the number of stockholder-nominated candidates exceeds the maximum number of stockholder nominees, the highest ranking stockholder nominee from each nominating stockholder would be selected for inclusionin the Company's proxy materials until the nominee limit is reached, going in order of the amount (largest to smallest) of shares of stock of the Company that each nominating stockholder disclosed as owned in its respective nomination notice submitted to the Company. frequency of future say-on-pay votes.selection process would continue with the next highest ranked nominees as many times as necessary, following the same order each time, until the nominee limitvote is reached.In order to provide adequate time to assess stockholder-nominated candidates, requests to include stockholder-nominated candidates in the Company's proxy materials must be delivered to or mailedan advisory vote only, and received at the Company's principal executive offices no earlier than 150 days and no later than 120 days before the first anniversary of the date that the Company distributed its proxy statement to stockholders for the previous year's annual meeting of stockholders. Information Required of All Nominating StockholdersEach stockholder seeking to include a director nominee in the Company's proxy materials would be required to provide certain information to the Company, including:•verification of the stockholder's ownership of shares of the Company's common stock;•an undertaking to provide immediate notice if the stockholder ceases to own the minimum number of shares prior to the date of the annual meeting;•a copy of the stockholder's notice on Schedule 14N that has been filed with the SEC;•the stockholder nominee's consent to being named in the Company's proxy materials and serving as a director, if elected;•the information, questionnaire, representation and agreement required pursuant to the advance notice requirements for stockholder nominees set forth in the Company's Amended and Restated Bylaws;•a description of communications by the nominating stockholder with any other stockholder or beneficial owner of Company securities regarding the stockholder nominee;•a description of certain relationships that might have existed within the past three years between or among the nominating stockholder, the nominator group, the stockholder nominee and/or the Company or any of its affiliates;•the details of any position of the stockholder nominee as an officer or director of any competitor of the Company within the three years preceding the submission of the nomination notice; andContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 21•in the case of a nomination by a group of stockholders, the designation of one authorized group member.Nominating stockholders would also be required to make certain representations and warranties to and agreements with the Company, including:•no intent to change or influence control of the Company;•nominating any person for election to the Board other than the stockholder's nominees submitted through the proxy access process;•not engaging and/or participating in the solicitation of support for any person other than the stockholder's nominees or Board nominees;•not engaging in any exempt solicitation or certain communications regarding voting intentions, other than with respect to the nominating stockholder's nominees or Board nominees;•not distributing any proxy card for the annual meeting in connection with the election of a stockholder nominee other than the form distributed by the Company;•no violation of applicable law or stock exchange requirements as a result of the nominee's candidacy or Board membership (if elected);•the nominee's independence and other qualifications;•satisfaction of the eligibility requirements and intent to maintain qualifying ownership through the annual meeting date;•compliance with applicable laws, rules and regulations in connection with the nomination, solicitation and election, including filing with the SEC certain communications with stockholders relating to any director, director nominee or stockholder nominee;•assuming liabilities related to and indemnifying the Company and its officers, directors and employees against losses arising out of the nomination or relevant communications; and•promptly notifying the Company if certain information ceases to be true and accurate in all material respects. Exclusion of Stockholder NomineesThe Company would not be required to include a stockholder nominee in the Company's proxy materials if:•the Company receives a notice that a stockholder intends to nominate any candidate for election to the Board at the annual meeting pursuant to theadvance notice requirements for stockholder nominees set forth in Article III, Section 12(a) of the Company's Amended and Restated Bylaws;•the nominating stockholder has engaged in a solicitation, exempt solicitation or other communication regarding voting intentions, other than with respect to any stockholder nominee or Board nominee;•the nomination or election to the Board would result in the Company violating or failing to be in compliance with its Amended and Restated Bylaws or Amended and Restated Certificate of Incorporation, as amended, any stock exchange requirements or any other applicable state or federal laws, rules or regulations;•the nominee has been an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, within the past three years;•the nominating stockholder has failed to continue to satisfy the eligibility requirements, or the nominee becomes unwilling or unable to serve on the Board; or•any of the representations and warranties made in the nomination notice ceases to be true and accurate in all material respects, or any violation or breach occurs of any of the obligations, agreements, representations or warranties of the nominating stockholder or stockholder nominee under or pursuant to the Amendments, including, without limitation, if the nominee (a) does not qualify as independent, (b) becomes a party to an undisclosed voting commitment or compensation arrangement, or (c) is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years.The Board or the chairman of the annual meeting would declare a director nomination by a stockholder to be defective, and such nomination would be disregarded, if (i) the director nominee or the stockholder breaches any of their respective obligations under the Amendments or (ii) the nominating stockholder does not appear at the annual meeting to present the nomination. Supporting Statement and Other InformationA nominating stockholder would be permitted to include in the Company's proxy statement for the applicable annual meeting a 500-word statement in support of its nominee(s).22Corporate GovernanceThe Company would be permitted to omit, or may supplement or correct, any information or statement if such information or statement (a) is not true in all material respects, (b) impugns without factual foundation a person's or entity's character, integrity or personal reputation, or makes charges concerning improper, illegal or immoral conduct or associations without factual foundation, (c) would violate any applicable law or regulation, or (d) would impose a material risk of liability upon the Company.The Company would be permitted to include in its proxy statement any information thatbind the Company or the Board determines, in its discretion, to include relating to the nomination, including without limitation any statement in opposition to the nomination, information relating to any compensation arrangement and/or voting commitment, and any of the information provided to the Company pursuant to the proxy access right. Solicitation by the Company Against Stockholder NomineesThe Company would be permitted to solicit support for its position in opposition to any stockholder nominee.The Board (and any other person or body authorized by the Board, including, without limitation, the chairman of the relevant annual meeting) would have the power and authority to interpret certain of the Amendments and to make any and all determinations necessary or advisable to apply those provisions to any persons, facts or circumstances, including the power to determine the eligibility of a nominating stockholder and/or stockholder nominee, and whether any and all requirements have been satisfied. Stockholder Approval RequirementThe affirmative vote of a majority of the shares of common stock which are present at the annual meeting or by proxy and entitled to vote thereon is required for the approval of the proposed Amendments. The proposed Amendments would become effective upon the required approval by our stockholders.The Board recommends a vote FOR the approval of the proposed amendments to the Amended and Restated Bylaws to adopt proxy access.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 23Proposal 5 Amendment to Increase the Number of Shares Available Under our Employee Stock Purchase Plan by 7,500,000 SharesThe Board is proposing for stockholder approval the amendment and restatement (the "ESPP Amendment") of our Employee Stock Purchase Plan (the "ESPP"). If approved by stockholders, the ESPP Amendment would add an additional 7,500,000 shares of common stock to the number of shares authorized for issuance under the ESPP. The ESPP encourages ownership of our common stock by eligible employees by permitting them to purchase, subject to the terms and conditions included in the ESPP, a limited number of shares at a discount rate. The Board approved the ESPP Amendment on March 31, 2016, subject to stockholder approval. Reason for Proposing the ESPP AmendmentUnder the ESPP, 5,000,000 shares of common stock are authorized for issuance. As of March 31, 2016, eligible employees have purchased 4,577,603 shares under the ESPP and 422,397 shares remain available for purchase under the ESPP. At current participation levels, we estimate that, in the absence of an amendment to increase the number of shares of common stock authorized under the ESPP, all currently authorized shares will be purchased by June 2016. If the ESPP Amendment is approved, the number of shares available for purchase under the ESPP will be increased by 7,500,000 shares, which would be approximately 3.6% of the Company's shares outstanding as of March 31, 2016. This increase in the number of shares available for purchase under the ESPP will enable eligible employees to purchase shares under the ESPP for an additional period of time.The ESPP was originally adopted by the Board of Directors on October 24, 1995 and was approved by stockholders on June 6, 1996. Initially, the maximum number of shares of common stock that we could issue under the ESPP was 200,000 shares. On September 26, 1997, the Board adjusted the total number of shares available for issuance under the ESPP to 333,333 shares, to reflect the payment of a dividend on our common stock of two shares for every three shares then outstanding. An amendment to increase the number of shares available for purchase under the ESPPby 800,000 shares was adopted by the Board and was approved by stockholders on December 17, 1999. The Board approved an amendment and restatement of the ESPP, effective July 10, 2002, to change the name of the ESPP to reflect our new corporate name and to make certain other clarifying changes. On May 21, 2004, our Board adjusted the total number of shares available for issuance under the ESPP to 1,699,999 shares to reflect a three-for-two stock split of our common stock. An amendment to increase the number of shares available for purchase under the ESPP by 800,001 shares was adopted by the Board and was approved by stockholders on May 29, 2007. The Board approved an amendment on December 13, 2007, and the Company amended the ESPP pursuant to the approval by the Board on November 1, 2008, to permit the Company to distribute directly to the participant the balance of a participant's account on the date of purchase of shares if the balances exceeds the purchase price of a whole number of shares to be acquired, in lieu of applying such amount to the next purchase right period, in either case, in the discretion of the Company. On October 6, 2011, pursuant to the approval by the Compensation Committee of the Board, the ESPP was amended to provide that employees that are citizens or residents of a foreign jurisdiction (i) whose laws prohibit their participation in the ESPP, (ii) whose participation would cause the ESPP to not meet the eligibility requirements of section 423 of the Internal Revenue Code, or (iii) where the burden to the Company of complying with local tax, securities and employment law does not warrant extending participation in the ESPP in such foreign jurisdiction, who would otherwise be eligible to participate in the ESPP, may be deemed by the Compensation Committee as not eligible to participate. On August 12, 2013, our Board adjusted the total number of shares available for issuance under the ESPP to 5,000,000 shares to reflect the two-for-one stock split of our common stock.The following is a description of the terms of the ESPP, as proposed to be amended and restated. This description is qualified in its entirety by reference to the plan document, as proposed to be amended and restated, a copy of which is attached to this proxy statement as Appendix B and incorporated herein by reference.24Corporate Governance Administration. The Compensation Committee administers the ESPP. Pursuant to the ESPP, members of the Compensation Committee have the authority to interpret the ESPP and to prescribe the rules and procedures relating to the ESPP and to take all other actions necessary or appropriate in connection with the administration of the ESPP. The Company pays all costs and expenses of administering the ESPP. Shares Subject to the ESPP. The maximum number of shares of common stock authorized for issuance under the ESPP is 5,000,000 shares, subject to adjustment in the event of certain changes to our capital structure as described in the ESPP. As noted above, 4,577,603 shares have already been purchased by eligible employees under the ESPP and 422,397 shares remain available for purchase as of March 31, 2016. If stockholders approve the amendment to increase the number of shares available under the ESPP by 7,500,000 shares, a total of 12,500,000 shares would be authorized for issuance under the ESPP subject to adjustment in the event of certain changes to our capital structure. The shares of common stock sold under the ESPP may be authorized and unissued shares or shares reacquired by the Company. Eligibility. Except as described above with respect to certain employees in foreign jurisdictions, any employee of the Company or any of its authorized subsidiaries who is scheduled to work at least twenty hours per week is eligible to participate in the ESPP, provided such employee has completed at least three months of continuous employment prior to the first day of the applicable purchase right period (as described below). Notwithstanding anything to the contrary contained in the ESPP, no employee may be granted purchase rights under the ESPP if the employee would, after the grant of the purchase rights, be deemed to own 5% or more of the combined voting power or value of all classes of stock of the Company or of a subsidiary. As of March 31, 2016, we have approximately 65,700 employees and approximately 56,900 employees are eligible to participate in the ESPP. Participation and Payroll Deductions. Eligible employees may purchase shares of common stock under the ESPP through payroll deductions during each purchase right period with amounts accumulated during each purchase right period or by lump sum contribution by the participant at the beginning of the purchase right period. An eligible employee may enroll in the ESPP by executing prior to the commencement of each purchase right period a form provided by the Company stating the amount of the requested payroll deduction or lump sum contribution. The minimum dollar amount that may be deducted and contributed per payroll period is $10.Once a participant has designated the amount of his or her contribution for a purchase right period, the participant cannot change the amount for such purchase right period without terminating his or her purchase right.The amounts contributed by a participant (whether by means of payroll withholding or a lump sum advance contribution) will be deposited into a separate account maintained for the participant. No interest is paid on the amounts credited to a participant's account. Notwithstanding anything to the contrary in the ESPP, a participant may not accrue a right to purchase common stock under the ESPP at a rate that exceeds an aggregate fair market value of $25,000 per calendar year. Purchase Right Periods. Shares of common stock will be offered under the ESPP through two purchase right periods each year, from January 1 to December 31, and from July 1 to December 31. Which purchase right period will apply to a participant will depend on when a participant elects to start making contributions for the year. Participating employees are required to elect how much they will contribute toward their purchase rights prior to the start of the purchase right period. Exercise of Purchase Rights. Unless earlier terminated, purchase rights will be exercised automatically on the last day of each purchase right period. Funds held in a participant's account on the last day of the purchase right period will be used to purchase shares of common stock for the participant. Shares purchased at the end of a purchase right period will be credited to electronic share accounts established for each participant at a broker designated by the Compensation Committee. The shares will be held in such accounts until the holding period set forth in section 423(a) of the Internal Revenue Code has been satisfied. After the expiration of the holding period required by section 423(a) of the Internal Revenue Code, which is two years after the first day of the purchase right period, or one year after the last day of the purchase right period, whichever is later, participants may move the shares to other brokers of their choice or have the shares transferred to them. Purchase Right Price. The price at which a participating employee will purchase each share covered by a purchase right will be the lesser of (i) 100% of the fair market value of a share of common stock on the first day of the applicable purchase right period, or (ii) 85% of the fair market value of a share of common stock on the last day of that purchase right period. The fair market value of a share of common stock on any relevant date under the ESPP will be the last reported sale price of our common stock on theContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 25NYSE on the particular day, or if the NYSE is closed on a particular day, then the last reported sale price for the preceding day. On March 31, 2016, the fair market value per share of our common stock was $73.38. Purchases are subject to the aggregate limitation on the number of shares that are available under the ESPP and the ESPP limitations applicable to individual participants. Termination of Purchase Rights. A participant may elect to terminate his or her purchase right at any time prior to the last day of the purchase right period. To do so, the participant must complete the form provided by the Company for this purpose, and submit it to our people services department. A participant's purchase right will terminate automatically if the participant ceases to be our employee for any reason (including death, disability or retirement) prior to the last day of the purchase right period. A transfer of employment or service between the Company and a subsidiary or between different subsidiaries is not considered a termination for purposes of the ESPP. Furthermore, an approved leave of absence is not treated as termination of employment for this purpose if it does not exceed 90 days (unless the participant's rights to reemployment are guaranteed by statute or contract). Upon the termination of a participant's purchase right, all amounts held in a participant's account will be refunded to the participant. Termination Events. Notwithstanding anything to the contrary in the ESPP, all purchase rights shall be automatically exercised immediately preceding (i) a transaction in which the Company will cease to be an independent publicly-owned corporation, (ii) a sale or other disposition of all or substantially all the assets of the Company, or (iii) a termination of the ESPP. In the case of a termination event described in (i) or (ii) above, the fair market value of our common stock on the last day of the purchase right period will be deemed to be equal to the per share consideration received in the transaction by the holders of the common stock. Adjustment Upon Changes in Capitalization. If the outstanding shares of our common stock are increased, decreased, or exchanged for different securities through a reorganization, merger, consolidation, recapitalization, reclassification, stock split, reverse stock dividend, or other similar transaction, a proportionate adjustment will be made by the Compensation Committee to (i) the number, price, and kind of shares subject to outstanding purchase rights, and (ii) the maximum number and kind of shares that are available for issuance under the ESPP. Proration of Purchase Rights. If the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular dateexceeds the number of shares then available for issuance under the ESPP, then (i) the Compensation Committee will make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis; and (ii) the payroll deductions of each participant, to the extent in excess of the aggregate purchase price payable for the common stock pro-rated to such individual, will be refunded to the participant. Nontransferability. A participant's rights under the ESPP are not transferable. Indemnification of the Board. To the maximum extent permitted by law and subject to certain exceptions, we will indemnify each member of the Board and any other employee with duties under the ESPP against expenses (including any amount paid in settlement or in satisfaction of a judgment) reasonably incurred by the individual in connection with any claims against the individual by reason of the performance of the individual's duties under the ESPP. Amendment and Termination of the ESPP. The Board may terminate or amend the ESPP at any time. However, the Board may not, without the approval of our stockholders, adopt any amendmentdecide that relates to (i) the class of individuals eligible to participate in the ESPP, or (ii) the aggregate number of shares to be granted under the ESPP. Federal Income Tax ConsequencesThe followingit is a brief summary of the United States federal income tax consequences under the ESPP.The ESPP is intended to qualify as an "Employee Stock Purchase Plan" within the meaning of section 423 of the Internal Revenue Code. Under section 423, an eligible employee who elects to participate in the ESPP will not realize any taxable income at the time common stock is purchased under the ESPP for such eligible employee.If a participant disposes of common stock purchased under the ESPP two years or more after the date the purchase right is exercised, which is the last day of the purchase right period, a participant will recognize long-term capital gain or loss. The Company will not be entitled to any deduction with respect to a disposition of common stock occurring under the circumstances described in this paragraph.26Corporate GovernanceIf a participant disposes of common stock purchased under the ESPP within two years after the date the purchase right is exercised, the participant will recognize ordinary income, and the Company will be entitled to a corresponding deduction, in an amount equal to the excess of the fair market value of the common stock on the last day of the purchase right period over the purchase price of the common stock under the ESPP. The participant's cost basis in the common stock will be increased by the amount of the ordinary income recognized by the participant. In addition, upon the disposition of the common stock, a participant will recognize capital gain or loss equal to the difference between the price at which the common stock is disposed of and the cost basis in the common stock, as so increased. The Company will not be entitled to any deduction with respect to the amount recognized by the participant as capital gain.The affirmative vote of a majority of the shares of common stock present at the 2016 annual meeting, in person or by proxy and entitled to vote thereon, is required for the approval of the proposed amendment and restatement of our ESPP, including an increase in the number of shares of common stock available for issuance under the ESPP, and total votes cast on this proposal must represent over 50% of all outstanding shares.The Board recommends a vote FOR the approval of the proposed amendment to our ESPP to increase the number of shares of common stock available for issuance under the ESPP by 7,500,000 shares.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 27Proposal 6 Stockholder Proposal Regarding Action by Written ConsentWe expect the following proposal, sponsored by James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, California 95758, and holders of 100 shares of the Company's common stock, to be presented at the annual meeting.The Board has recommended a voteAGAINST this proposal for the reasons set forth following the proposal. The Board disclaims any responsibility for the content of the proposal and the supporting statement, which are presented exactly in the form received by the Company. Stockholder Proposal and Supporting StatementProposal 6 — Right to Act by Written ConsentResolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholdersthe fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% — support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent.Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expense of holding a special shareholder meeting.Please vote to enhance shareholder value:Right to Act by Written Consent — Proposal 628Corporate Governance The Company's Statement in Opposition to Proposal 6The Board recommends you voteAGAINST the proposal. We have a track record of strong corporate governance. We have had a long-standing commitment to sound corporate governance practices, and have a number of corporate governance policies and practices that enhance the accountability of the Board of Directors to our stockholders, including:•Our stockholders' right to call special meetings at a 10% threshold;•A majority vote standard in uncontested director elections;•No non-stockholder-approved pill;•Annual election of all directors (no "staggered board" or "classified board"); and•Simple majority vote for amendment of Bylaws.We continue to be committed to good corporate citizenship and accountability to our stockholders. Our continual process of evaluating and making appropriate changes as needed to our corporate governance structure underscores our commitment to sound corporate governance and, we believe, enhances stockholder value. Last year, although proxy access received only 43% support from our stockholders, the Board of Directors proceeded, nonetheless, to consider amendments to our Bylaws to implement proxy access. We reached out to the holders of a majority of our outstanding shares to obtain their feedback on proxy access and, based on feedback gathered during the engagement, we are proposing amendments to our Bylaws which we believe provide meaningful rights of proxy access while reducing risks of abuse. In short, we continually evaluate our business, stockholder feedback, the competitive landscape and developments in corporate governance and implement appropriate changes to our corporate governance policies and practices when they appear to be in the best interests of our stockholders and the Company to hold say-on-pay votes more or less frequently than the option approved by our business.proposalBoard recommends a vote for a 1 YEAR frequency of futureunnecessary givenour state of incorporation, recently enacted legislation effective August 1, 2022 that enables Delaware companies to limit the liability of certain of their officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”). Amended DGCL Section 102(b)(7) was adopted to address inconsistent treatment between officers and directors and help address rising litigation costs for Delaware companies. Our Restated Certificate of Incorporation currently provides for the exculpation of directors, but does not similarly include a provision that allows for the exculpation of officers, as now permitted under the DGCL. After careful consideration, our Board has unanimously approved and adopted (subject to the approval of our stockholders), and recommends that our stockholders already haveapprove, the amendment and restatement of our Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company from liability as permitted by Delaware law (the “Proposed Amendment”).call special meetings. Our stockholders already havemitigate the ability "to raise important matters outsidedisruptive impact of litigation and continue to attract and retain talented officers to work on its behalf. Additionally, it would more closely align the normal annual meeting cycle." Our bylaws were amended in 2011 to allow stockholders holding 10% or moreprotections of our outstanding common stockofficers with those protections currently afforded to call a special meetingour directors.propose, debateadopt the Proposed Amendment could impact our recruitment and vote on matters outsideretention of exceptional officer candidates who may conclude that the normal annual meeting cycle.potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company as compared to serving as an officer at another company that does exculpate officers. Attracting and retaining top executive talent is key to achieving our business objectives and driving long-term stockholder value.Notably, our 10% threshold for calling a special meeting is lower thanthreshold at many S&P 500 companies and is substantially lower than the majority threshold that would be required to take action by written consent under this proposal. Addressing matters that are significantbenefits to the Company at a meetingand our stockholders outlined above, and taking into account the narrow scope, class and type of claims for which officers’ liability would be exculpated, the Board unanimously recommends that stockholders vote in favor of the stockholders, rather than through the consent solicitation process, ensures that information about proposed stockholder actions will be disseminated to all stockholders and allows for the transparent, public, orderly and deliberate consideration of issues facing the Company. Acting on matters at a meeting of stockholders is more democratic and transparent than doing so by written consent. Requiring action to be taken at a stockholder meeting allows all stockholders to express their views openly, rather than allowing a subsetProposed Amendment.stockholder constituency to take action without the knowledge or participation by the restAmended and Restated Certificate of Incorporation is attached as Annex B.26 Company's stockholders and impose the results of that action on other stockholders. The special meeting process that is already available to the Company's stockholders provides a more meaningful opportunity for all stockholders to be involved in our corporate governance and, specifically, to receive notice of and participate in actions taken on behalf of the company's stockholders. On the contrary, action by written consent would permit a group of stockholders to initiate action without any notice and opportunity for other stockholders to review, analyze and formulate an opinion on the issue(s) being raised for vote by written consent. Action by written consent could also lead to hasty decision-making and could be costly and disruptive for the Company because it forecloses the opportunity for stockholders to have a robust, open and real time consideration and deliberation. Different stockholders could act on different matters by written consent for any purpose, at any time, and as often as they wish, causing significant disruption and confusion. This could lead to a chaotic and potentially coercive state of corporate affairs rather than the orderly and democratic stockholder meeting process currently in place.The affirmative voteholders of a majority of the sharesvoting power of common stock present atall of the annual meeting, in person or by proxy andoutstanding shares entitled to vote thereon,at the Annual Meeting is required to approve the Proposed Amendment.approvalexculpation of this proposal.For all of the foregoing reasons, the Board recommends that you voteAGAINST this proposal.DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 29Security Ownership of Certain Beneficial
Owners and Managementcommon stockCommon Stock as of March 31, 20162023 (except as noted) by (a) all persons known by us to own beneficially more than 5% of our common stock,Common Stock, (b) each of our directors and named executive officers,NEOs, and (c) all of our directors and executive officers as a group. We know of no agreements among our stockholders whichthat relate to voting or investment power over our common stockCommon Stock or any arrangement the operation of whichthat may at a subsequent date result in a change of control of the Company. Name and address of beneficial owner1 Number of
shares
beneficially
ownedPercentage of
shares
beneficially
owned Warren E. Buffett2
Berkshire Hathaway Inc.2
1440 Kiewit Plaza
Omaha, Nebraska 68131
38,565,570 18.69% The Vanguard Group, Inc.3
100 Vanguard Blvd.
Malvern, PA 19355 14,380,779 6.97% BlackRock Inc.4
55 East 52nd Street
New York, NY 10055
12,297,950 5.96% Kent J. Thiry5 2,053,122 * Javier J. Rodriguez6 686,363 * Michael D. Staffieri7 152,747 * Dennis L. Kogod8 629,782 * James K. Hilger9 67,166 * Pamela M. Arway10 89,808 * Charles G. Berg11 77,437 * Carol Anthony ("John") Davidson12 49,697 * Barbara J. Desoer 642 * Paul J. Diaz13 13,094 * Peter T. Grauer14 154,921 * John M. Nehra15 186,117 * Dr. William L. Roper16 85,306 * Roger J. Valine17 101,842 * All directors and executive officers as a group (18 persons)18 4,419,926 2.1% Number of
shares
beneficially
ownedPercentage of
shares
beneficially
owned36,095,570 39.8 % 6,166,112 6.8 % 4,822,086 5.3 % Directors and Executive Officers: 595,643 * 143,381 * 220,479 * 92,826 * 35,067 * Pamela M. Arway 21,992 * Charles G. Berg 23,438 * 15,407 * Paul J. Diaz 15,553 * Jason M. Hollar 1,652 * Gregory J. Moore, M.D., Ph.D. 2,860 * 76,183 * Adam H. Schechter 739 * 14,419 * 1,262,041 1.4 % common stock.footnotes below,table above, the address of each beneficial owner is 2000 16th16th Street, Denver, Colorado, 80202.49 to Schedule 13G13D filed with the SEC on February 17, 2015,August 3, 2022, by Berkshire Hathaway Inc., a diversified holding company which Mr. Buffett may be deemed to control. Such filings indicated that, as of August 1, 2022, Mr. Buffett and Berkshire Hathaway Inc. shareshared voting and dispositive power over 38,565,57036,095,570 shares of the Company's common stock,Company’s Common Stock, which includeincluded shares beneficially owned by certain subsidiaries of Berkshire Hathaway Inc. as a result of being a parent holding company or control person.512 to Schedule 13G filed with the SEC on February 10, 2016,9, 2023, as of December 30, 2022, The Vanguard Group Inc., an investment adviser, has sole voting power with respect to 308,622 shares, shared voting power with respect to 16,70081,782 shares, sole dispositive power with respect to 14,047,8515,933,375 shares and shared dispositive power with respect to 332,928232,737 shares.28 Security Ownership of Certain Beneficial Owners and Management January 28, 2016,February 1, 2023, as of December 31, 2022, BlackRock, Inc., an investment advisor, has sole voting power with respect to 10,691,4044,248,190 shares and sole dispositive power with respect to 12,297,9504,822,086 shares.458,994 shares held34,847 restricted stock units and 58,780 performance stock units, which are scheduled to vest, in a family trusteach case, as of or within 60 days after March 31, 2023, and 1,450,000221,241 shares issuable upon the exercise of SSARs and 72,064 restricted stock units,Stock-Settled Appreciation Rights ("SSARs"), which are exercisable as of March 31, 2023, as determined based on the closing price per share of our Common Stock of $81.11 on March 31, 2023. will become exercisable within 60 days after March 31, 2016.6Includes 549,167 shares issuable upon the exercise of SSARs2023, and 36,466 restricted stock units, which are exercisable as of, or will become exercisable within 60 days after, March 31, 2016.7Includes 130,600 shares issuable upon the exercise of SSARs and 4,934 restricted stock units, which are exercisable as of, or will become exercisable within 60 days after, March 31, 2016.8Includes 84,350 shares held in trust and 472,500 shares issuable upon the exercise of SSARs and 36,466 restricted stock units, which are exercisable as of, or will become exercisable within 60 days after, March 31, 2016.9Includes 47,000 shares issuable upon the exercise of SSARs and 3,983 restricted stock units, which are exercisable as of, or will become exercisable within 60 days after, March 31, 2016.10Includes 77,41432,262 shares issuable upon the exercise of SSARs, which are exercisable as of March 31, 2023, as determined based on the closing price per share of our Common Stock of $81.11 on March 31, 2023. will become exercisable within 60 days after March 31, 2016.30Security Ownership of Certain Beneficial Owners and Management11Includes 14,095 shares held in trust2023, and 53,41483,734 shares issuable upon the exercise of SSARs, which are exercisable as of March 31, 2023, as determined based on the closing price per share of our Common Stock of $81.11 on March 31, 2023.will become exercisablescheduled to vest, in each case, as of or within 60 days after March 31, 2016.12Includes 41,4142023, and 21,165 shares issuable upon the exercise of SSARs, which are exercisable as of March 31, 2023, as determined based on the closing price per share of our Common Stock of $81.11 on March 31, 2023. will become exercisable within 60 days after March 31, 2016.13Includes 5,4142023, and 13,940 shares issuable upon the exercise of SSARs, which are exercisable as of or will become exercisable within 60 days after, March 31, 2016.14115,9081,309 shares issuable upon the exercise of SSARs, which are exercisable as of March 31, 2023, as determined based on the closing price per share of our Common Stock of $81.11 on March 31, 2023.will become exercisablescheduled to vest, in each case, as of or within 60 days after March 31, 2016.15Includes 72,379 shares in trust and 113,4142023. Also includes 376,269 shares issuable upon the exercise of SSARs, which are exercisable as of or will become exercisable within 60 days after, March 31, 2016.16Includes 77,414 shares issuable upon2023, as determined based on the exerciseclosing price per share of SSARs, which are exercisable asour Common Stock of or will become exercisable within 60 days after,$81.11 on March 31, 2016.17Includes 83,414 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, March 31, 2016.18Includes 3,284,585 shares issuable upon the exercise of SSARs and 154,451 restricted stock units, which are exercisable as of, or will become exercisable within 60 days after, March 31, 2016.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 31Information About Our Executive Officers Information Concerning Our Executive Officers NameAgePosition 
Kent
Javier J. Thiry60Chairman of the Board, Rodriguez, 52
Chief Executive Officer and Chief Executive Officer, HealthCare Partners Javier J. Rodriguez45Chief Executive Officer, Kidney Care Michael D. Staffieri42Chief Operating Officer, Kidney Care Dennis L. Kogod56President, HealthCare Partners, and Chief Executive Officer, International Joseph C. MelloJoel Ackerman, 57 Chief Operating Officer, HealthCare Partners James K. Hilger54Interim
Chief Financial Officer and TreasurerMichael D. Staffieri, 49
Chief Operating Officer, DaVita Kidney Care
John D. Winstel, 52
Chief Accounting Officer 48 55
Chief Legal and Public Affairs Officer Jeanine M. Jiganti56James O. Hearty, 54
Chief Compliance Officer LeAnne M. Zumwalt57Group Vice President, Purchasing and Public Affairs Our executive officers are appointed by, and serve at the discretion of, the Board. Set forth below is a brief description as of March 31, 2016 of the business experience of all executive officers other than Mr. Thiry,Rodriguez, who is also a director nominee and whose business experience is set forth above in the section of this Proxy Statement entitled "Information Concerning Memberstitled “Biographies of our Director Nominees."Standing for Election."Javier J. Rodriguez became our chief executive officer, Kidney Careof Directors of Champions Oncology, Inc., a publicly traded company engaged in March 2014. Since joining the Company in 1998,development of advanced technology solutions and services to personalize the development and use of oncology drugs, since October 2010. Mr. Rodriguez has served in a numberAckerman is currently the Chairman of different capacities. From February 2012 to March 2014, he served as our president. From April 1, 2006 through February 2012, he served as our senior vice president. Before that, from 2000 to 2006 hethe Board of Champions Oncology. Mr. Ackerman served as a vice presidentManaging Director at Warburg Pincus, a global private equity firm, where he led the healthcare services team for nearly 10 years from January 1999 to September 2008. He served on the Board of operationsDirectors at Kindred Healthcare, Inc. from December 2008 to July 2018 and payor contracting. Mr. Rodriguez joinedserved on the Company in 1998 asBoard of Directors of Coventry Health Care, Inc., a director of value management. Prior to joining the Company, Mr. Rodriguez worked for Baxter Healthcare Corporation in Financenational managed care company, from 1995 to 1996. He also previously served as director of operations for CBS MarketingSeptember 1999 until its acquisition by Aetna Inc. in Mexico City.chief operating officer,COO, DaVita Kidney Care, in March 2014. From July 2011 to FebruaryMarch 2014, he served as a senior vice president,Senior Vice President, Kidney Care. FromMr. Staffieri initially joined us in July 2000 and served in several different roles since that time, including as our Vice President of Operations and New Center Development from March 2008 to July 2011, he served as our vice president of operations and new center development. Mr. Staffieri joined the Company in July 2000 and has served in several different roles.2011. Prior to joining us, Mr. Staffieri worked as a consultant for Arthur Andersen LLP in Finance from 1999 to 2000.Dennis L. Kogodpresident, HealthCare Partners,CAO in February 2020. Prior to joining the Company as Group Vice President, Accounting in October 2019, Mr. Winstel was the Vice President of Finance and our chief executive officer, International, effective January 2015. From March 2014 through December 2014, heAccounting and Corporate Controller at Cooper Tire & Rubber Company (“Cooper”), a publicly traded tire manufacturer, from June 2015 to October 2019. Prior to joining Cooper, Mr. Winstel served from May 2010 to June 2015 as chief operating officerthe Senior Vice President of our HealthCare Partners division. From January 2009 to March 2014, he served as our chief operating officer,Finance and Global Controller of General Cable Corporation, a then-publicly traded wire and cable manufacturer, and prior to that he served as our president-west beginning in October 2005. From January 2004 until joining us, Mr. Kogod served as president and chief operating officer-west of Gambro Healthcare, Inc., which we acquired in October 2005. From July 2000 to January 2004, Mr. Kogod served as president, west division of Gambro Healthcare, Inc. From June 1999 to July 2000, Mr. Kogod was president of Teleflex Medical Group, a medical original equipment manufacturer of medical delivery systems. From January 1996 to June 1999, Mr. Kogod was corporate vice president of Teleflex Surgical Group, a surgical device and service organization. Mr. Kogod previously served on the board of Arbios Systems, Inc., a medical device and cell-based therapy company.Joseph C. Mello became our chief operating officer, HealthCare Partners, in January 2015. From April 2012 to April 2014, Mr. Mello served on the Board of CapitalSource Inc., a commercial lender, Mr. Mello previously served as our chief operating officer — emeritus from January 2009 to December 2012, and chief operating officer from June 2000 to December 2008. From April 1998 to June 2000, Mr. Mello served as president and chief executive officer of Vivra Asthma & Allergy. From August 1994 to April 1998, Mr. Mello held various positions with MedPartners, Inc.,32Security Ownership of Certain Beneficial Owners and Managementincluding senior vice president/chief operating officer-southeastern region from March 1997 to April 1998. Prior to joining MedPartners, from 1984 to 1994, Mr. Mello was associated with KPMG LLP, where he became a partner in 1989.James K. Hilger became our interim chief financial officer in March 2015, a position he previously held from April 2012 until November 2013. Mr. Hilger continues to serve as our chief accounting officer, a position he has held since April 2010. Prior to April 2010, Mr. Hilger served as our vice president and controller since May 2006, after having served as our vice president, finance beginning in September 2005. Mr. Hilger was our acting chief financial officer from November 2007 through February 2008. From September 2003 to September 2005, Mr. Hilger served as vice president, finance and administrationaccounting positions at Chiquita Brands International and chief financial officer of Pyramid Breweries, a brewer of specialty beverages. From December 1998 to July 2003,The Procter & Gamble Company. Mr. Hilger served as chief executive officer and chief financial officer of WorldCatch, Inc., a seafood industry company. From 1987 until joining WorldCatch, Inc., Mr. Hilger held a variety of senior financial positions in the food industry. Mr. HilgerWinstel began his career inas a certified public accountingaccountant with ErnstDeloitte & Whinney.30 Information About Our Executive Officers joined became our CLO in May 2016, overseeing all legal and regulatory functions for the Company in April 2016 asenterprise. In February 2021, Ms. Waters became our Chief Legal Officer.and Public Affairs Officer as she also took over responsibility for federal government affairs. Prior to joining the Company, Ms. Waters was senior vice president, general counselSenior Vice President, General Counsel and secretarySecretary of Health Net, Inc., a publicly traded managed care organization, from April 2015 to March 2016. ShePrior to Health Net, Inc., Ms. Waters was a partnerPartner in Morgan, Lewis & Bockius LLP'sLLP’s litigation practice from 2003 to 2015. She also2015, where she was the leader of that firm's Los Angeles litigation group and co-leaderco-chair of the healthcare group. Before that,Prior to Morgan Lewis, Ms. Waters was a partnerin private practice at Brobeck, Phleger & Harrison LLP in Los Angeles.Jeanine M. Jigantivarious law firms since 1994.chief compliance officerCCO in March 2013.2018. From July 2012September 2015 to March 2013, shevice president, international chief compliance officerSenior Vice President and deputy chief compliance officer.CCO - Kidney Care, and, prior to that, from February 2012 to August 2015, he served as Vice President, Associate General Counsel. Prior to joining us, she served as chief compliance officerhe was a prosecutor and trial attorney with the U.S. Department of Justice ("DOJ") for Takeda Pharmaceuticals North America, a subsidiary14 years. He started in the Civil Division of a Japanese pharmaceutical company, from October 2005 to March 2012. Additionally, she served as chief compliance officer for several of Takeda Pharmaceutical Company Limited's affiliates including Takeda Global Researchthe DOJ in Washington D.C. and Development and Takeda Pharmaceuticals International Operations. During Ms. Jiganti's career, she has served as general counselfour years later became an Assistant U.S. Attorney in the U.S. Attorney’s Office for the Illinois DepartmentDistrict of Commerce and Economic Opportunity from September 2003 to September 2005, general counselColorado. Mr. Hearty held several leadership positions at the U.S. Attorney’s Office, including Deputy Chief of Near North Insurance Company from September 2002 to September 2003 and vice president of litigation at Caremark Inc., a pharmaceutical services company, from 1996 to 2002.LeAnne M. Zumwalt became our group vice president-purchasing and public affairs in July 2011. From January 2000 to July 2011, Ms. Zumwalt served as our vice president in many capacities. From January 2000 to October 2009, she served as our vice president, investor relations while having other responsibilities. From 1997 to 1999, Ms. Zumwalt served as chief financial officer of Vivra Specialty Partners, Inc. a privately held health care service and technology firm. From 1991 to 1997, Ms. Zumwalt held various executive positions, including chief financial officer, at Vivra Incorporated, a publicly held provider of dialysis services. Prior to joining Vivra Incorporated, Ms. Zumwalt was a senior manager at Ernst & Young, LLP. Ms. Zumwaltthe criminal division. Mr. Hearty also serves on the board of The Advisory Board Company.Section 16(a) Beneficial Ownership Reporting ComplianceCompensation Discussion
and AnalysisSection 16(a) of the Exchange Act requires "insiders," including our executive officers, directors and beneficial owners of more than 10% of our common stock, to file reports of ownership and changes in ownership of our common stock with the SEC and the NYSE, and to furnish us with copies of all Section 16(a) forms theyfile. Based solely on our review of the copies of such forms received by us, or written representations from reporting persons, we believe that our insiders complied with all applicable Section 16(a) filing requirements during 2015.DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 33 Compensation Discussion and AnalysisTable of ContentsExecutive Summary35Our Business35Consideration of Say-on-Pay Results and Pay for Performance36Our Compensation Design and Philosophy362015 Financial and Performance Highlights3737Stockholder Interest Alignment39Key Features of Our Executive Compensation ProgramElements of Compensation40Base Salary4042 (LTI Program) for 201546Deferred Compensation Program47Process For Determining NEO Compensation48Role of Independent Compensation Committee48Role of Independent Compensation Consultant4950Risk Considerations in Our Compensation Program51Compensation Policies and Practices51Management Share Ownership Policy51Tax and Accounting Considerations52Deduction Limit52Accounting for Stock-Based Compensation5234Compensation Discussion and AnalysisThis Compensation Discussion and Analysis (the "CD&A") describes our executive compensation program for the following named executive officers ("NEOs"): NEOTITLE Kent32
Compensation Discussion and AnalysisNEO TITLE Javier J. ThiryRodriguezChairman and Chief Executive Officer DaVita HealthCare Partners, and Chief Executive Officer, HealthCare Partners Joel Ackerman Chief Financial Officer and TreasurerJavier J. RodriguezChief Executive Officer, Kidney Care Chief Operating Officer, Kidney Care Kathleen A. Waters Chief Legal and Public Affairs OfficerJames O. Hearty Dennis L. KogodPresident, HealthCare Partners, and Chief ExecutiveCompliance Officer International James K. HilgerInterim Chief Financial Officer (effective March 30, 2015) and Chief Accounting Officer Dr. Garry E. MenzelChief Financial Officer through March 30, 20151 1Dr. Menzel served asCompany's Chief Financial Officerdecision to sell DaVita Medical Group in 2017 illustrate some of these contributors to long-term capital-efficient growth:November 7, 2013continuing operations improvement from $1.556 billion in 2017 to March 30, 2015.$1.565 billion in 2022 and reduction in maintenance and development capital expenditures from continuing operations from $810 million in 2017 to $603 million in 2022 combined for growth in our free cash flow from continuing operations from $668 million in 2017 to $817 million in 20221.Compensation Principles Performance Orientation Metrics are Linked to Strategy Link to ESG Metrics Outperformance Required for Target Payouts Largely Formulaic Criteria The Company consists of two major divisions, Kidney Care and HealthCare Partners (HCP). Our Kidney Care division is comprised of our U.S. dialysis and related lab services, our ancillary services and strategic initiatives, including our international operations, and our corporate administrative support.Our largest line of business is our U.S. dialysis and related lab services business, which is a leading provider of kidney dialysis services in the United States. As of December 31, 2015, we operated or provided administrative services through a network of 2,251 outpatient dialysis centers in the U.S., serving a total of approximately 180,000 patients in 46 states and the District of Columbia. We also provide acute inpatient dialysis services in approximately 900 hospitals. In 2015, our overall network of U.S. outpatient dialysis centers increased by 72 centers primarily as a result of opening new centers and acquisitions. In addition, the overall number of patients that we serve in the U.S. increased by approximately 4.1% from 2014.Our other major line of business is HCP, a patient-and physician-focused integrated health care delivery and management company with over two decades of experience providing coordinated, outcomes-basedmedical care in a cost-effective manner. Through capitation contracts with some of the nation's leading health plans, HCP had approximately 807,400 members under its care in southern California, Colorado, central and south Florida, southern Nevada, central New Mexico and central Arizona as of December 31, 2015. In addition to its managed care business, HCP provides care in all of its markets to over 612,200 patients whose health coverage is structured on a fee-for-service basis, including patients enrolled through traditional Medicare and Medicaid programs, preferred provider organizations and other third party payors.The HCP patients as well as the patients of HCP's associated physicians, physician groups and independent practice associations benefit from an integrated approach to medical care that places the physician at the center of patient care. As of December 31, 2015, HCP delivered services to its members via a network of 547 associated group full-time primary care physicians, over 2,900 associated group and other network primary care physicians, 240 network hospitals, and several thousand associated group and network specialists. Together with hundreds of case managers, registered nurses and other care coordinators, these medical professionals utilize a comprehensive information technology system, sophisticated riskContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 35No Positive Discretion management techniques and clinical protocols to provide high-quality, cost-effective care to HCP's members.Ouris best understood withinincludes the context of the business environment infollowing practices and policies, which we currently operate. This includes increasing regulation by numerous federal, statebelieve reinforce our executive compensation philosophy and local government entities, reductions in reimbursements under federalobjectives and state healthcare programs, including Medicare and Medicaid, continued downward pressure onare aligned with the interests of our commercial payment rates, and the continued integration of HCP into the enterprise.What We Do ü At-risk compensation. ü ü Annual say-on-pay vote. ü ü Independent compensation consultant retained by the Compensation Committee. ü Annual comparator peer group review. ü “Double-trigger” change of control provisions in equity award agreements. ü ü ü ü Annual risk assessment. What We Don't Do û No repricing or replacing of underwater SSARs or stock options. û No hedging of Company securities and restricted pledging of Company securities. û û û No dividends paid out on unearned or unvested stock awards. Our
is designed to alignthat includes a blend of fixed and variable compensation, short- and long-term compensation and that emphasizes a pay-for-performance culture. The following table generally summarizes the key elements of our executive compensation structureprogram in 2022.36 Base Salary Short-Term Incentive Program It is appropriate that some portion of compensation be in a form that is fixed. Base salaries can be adjusted based on individual performance, changes to portfolio of responsibilities and comparative market data. Restricted Stock Units ("RSUs") 
strategicLegal and financial objectivesCompliance teams. DaVita has processes, policies/guidance and education in creating stockholder value. Our executive compensation structureplace as guardrails to support appropriate performance and incentives, including the performance and initiative behind these Strategic Objectives. For example, our policy is comprised of both short-that modality selection (i.e., Home vs. In-Center) and long-term incentives, which include challenging performance goals that we believeother decisions related to a patient’s care are aligned with our strategic objectivesalways made by the attending nephrologist and patient, and provided pursuant to provide high quality carea physician’s order. This footnote and policy statement are applicable to our patients, increase profitability, maximize growthall DaVita actions and increase stockholder value.The 2015 short- and long-term criteria,activities involving home dialysis, as described in further detail starting on page 40, emphasizedthis proxy statement.objectives as a Company,Common Stock is above the base price (similar to strike price of an option) after vesting and our resulting compensation structure incorporated incentives tiedat the time of exercise prior to clinical care, profit and growth.We will continue our ongoing engagement with our stockholders on corporate governance issues that are of interest to them or that our Board might be evaluating.expiration. The Compensation Committee will consider the feedback we receive fromutilizes SSARs instead of stock options because SSARs are less dilutive to our stockholders in making future compensation decisions forthan stock options because only shares with a total value equal to the grantee's gain (the difference between the closing stock price of the base shares and their base price) are ultimately issued ("Gain Shares").NEOs. We also believe it is important to maintain consistency with our compensation philosophy and approach, described in further detail below in the section entitled "Our Compensation Design and Philosophy," to continue to incentivize management toward short and long-term financial and operating goals, which are intended to create long-term stockholder value. Consideration2022 Annual Meeting of Say-on-Pay Results and Pay for PerformanceIn June 2015,Stockholders ("2022 Annual Meeting"), approximately 96%94% of the votes cast by our stockholders at the annual meeting were voted in favor of the compensation program applicable tofor our NEOs, as described in the 2015 proxy statement.NEOs. We believe the votes reflectthis vote reflects support for our executive compensationparticularly the scopeto continue to keep management incentives market competitive and effectivenessaligned with stockholder interests. Since our 2022 Annual Meeting, we contacted stockholders representing approximately 80% of the changes we initially adopted in March 2014, and strong pay for performance alignment. We reached out toour shares outstanding, including our largest institutional stockholders, to see if they were interested in late 2015engaging with us to discuss our existing compensation structure.structure and other governance matters.1 During these discussions with our stockholders, they expressed general satisfaction with our executive compensation program and emphasized the continued pay-for-performance. While we did not modify"pay-for-performance" design of our program. We have found this stockholder feedback to be informative and have considered such feedback, along with a review of competitive practices and evolving business priorities, when making executive compensation decisions.in response to the prior year say-on-pay vote, based on the feedback we received from our stockholders, we refined our short-term incentiveshould emphasize performance and long-term incentive programs to tailor the programs to each NEO by adding performance measures reflective of the particular NEO's business division. Our Compensation Design and PhilosophyOur ability to recruit and retain highly qualified executives is essential to our long-term success. An important goal in the design ofalign our executive compensation program, in addition to clinical differentiation and creating stockholder value, is to attract and retain outstanding leaders who possess the skills and talent necessary to achieve our business goals and objectives, and who embody our mission and values. We believe it is in the best interests of our stockholders to attract and retain talented leaders, and we strive to do so by providing compensation that we believe is reasonable, provides the best value for our stockholders, aligns incentives, and is sufficient to achieve our recruitment and retention objectives.Our ultimate objective is to continue to create long-term stockholder value by being a leader in clinical differentiation, generating strong overall revenue growth, increasing market share, improving clinical outcomes, growing operating margins, increasing Medicare Advantage enrollment, and delivering consistently strong total stockholder return.In order to achieve this objective, we have established an executive compensation program that we believe:(i)rewards superior clinical outcomes;(ii)rewards strong Company performance;(iii)aligns our executives' interests with our stockholders' interests; and(iv)is competitive within the health care services, diagnostics, managed care and solutions markets so that we can attract and retain outstanding executives.36Compensation Discussion and Analysis 2015 Financial and Performance HighlightsOur overall financial and operating performance was strong for 2015 despite the challenges we faced with Medicare reimbursement and a large increase in pharmaceutical costs in the Kidney Care division and Medicare Advantage reimbursement in the HCP division. We believe that the NEOs were instrumental in achieving these results, including the following major achievements and financial operating performance indicators in 2015:•improved clinical outcomes in our U.S. dialysis operations, including second year in a row as leader of the Five-Star Quality Rating System created by the Centers for Medicare and Medicaid Services;•consolidated net revenue growth of 7.7%;•net revenue growth of 5.2% related to our U.S. dialysis segment operations as a result of an increase in revenue per treatment of $6;•an increase in HCP's net revenue of 9.6% related to an increase of its fee-for-service business and senior capitated revenue;•an increase in other ancillary services and strategic initiatives net revenue of 21.3%;•U.S. dialysis treatment growth of 4.1%;•normalized non-acquired U.S. dialysis treatment growth of 3.9%;•net addition of 72 U.S. dialysis centers and 27 international dialysis centers;•strong operating cash flows of $1.557 billion, which have been reduced by approximately $304 million of after-tax payments made in connection with the settlement of the Vainer private civil suit; and•a $1.5 billion financing to lower interest rate, extend maturities and enhance liquidity.The Company's TSR from the first quarter of 2000 (our CEO's first full quarter with the Company) through the fourth quarter of 2015 was approximately 3,298%, putting the Company in the top 10 of all current S&P 500 companies over that period.We believe our U.S. dialysis and related lab services clinical outcomes compare favorably with other dialysis providers in the United States and generally exceed the dialysis outcome quality indicators of the National Kidney Foundation. Our clinical outcomes mean better quality of life for approximately 180,000 dialysis patients we serve. Linking 2015 NEO Compensation to PerformanceOur compensation program for our NEOs emphasizes compensation based on performance and is designed to align our NEOs'officers' interests with those of our stockholders, including with relation to financial performance, ESG performance and to permit individuals who have performed well in creating and protecting significant long-term value for the Company and its stockholders to share in the value generated. To this end, our compensation program emphasizes variable compensation in the form of cash and equity awards over fixed compensation.When establishing the compensation for our NEOs for 2015, the Compensation Committee gave significant weight to our sustained record of strong operating performance as highlighted above, our improvement in strategic positioning and our continued strong clinical performance, particularly in light of ongoing general economic volatility and significant industry regulatory challenges and uncertainty. In 2015, we continued to lead industry public policy efforts, achieving favorable outcomes for the industry and the Company.relative stock price performance. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced its evaluation of the Company'sfocus on our short-term and long-term strategic and financial and clinical performance by also considering the Company's implementation of the Corporate Integrity Agreement with the United States Department of Health and Human Services, Office of Inspector General, healthcare reform, changes to government reimbursement policies, other significant healthcare regulatory changes, as well as the government investigations affecting the Company.goals. The Compensation Committee also took into account Kidney Care's strong performance and HCP's underperformance. HCPCommittee's goal has experienced declines in its financial performance, thereby partially offsetting Kidney Care's strong financial performance. HCP's underperformance is primarily driven by government reimbursement cuts and our inabilitybeen to mitigate those cuts in their entirety. When establishing 2015implement an executive compensation for our NEOs, the Compensation Committee considered these and other factors in the context of evaluating the impact that individual NEO performance had in achieving theseContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 37respondingthat is built upon our long-standing executive compensation philosophies and objectives, as described below, which we believe have contributed to these challenges. The following table shows the 2015 total direct compensation (base salary, annual performance-based cash award andour long-term incentive award) determined by the Compensation Committee for each NEO who remained an executive officer on December 31, 2015. This table is not a substitute for the information disclosed in the 2015 Summary Compensation Table and related footnotes, which begin on page 54. Base
Salary1
Annual Cash
Award
Annual LTI
Award2
2015
Supplemental
STI Program
$1,200,000 $2,225,186 $7,142,616 — $800,000 $1,700,000 $6,407,089 $2,363,661 $583,270 $1,020,000 $3,674,047 $1,240,922 $800,000 $200,000 — — $366,635 $195,000 $489,141 — 1The amounts reported here reflect the base salary amounts actually paid during the 2015 fiscal year.2The amounts reported under the Annual LTI Award column consist of the grant date fair value of all 2015 equity awards (both SSARs and PSUs) as well as the target value of the 2015 performance-based cash awards.Given the emphasis on variable compensation, the Compensation Committee determined to limit increases to fixed compensation amounts in 2015 such that the base salaries of our NEOs were retained at 2014 levels, other than Mr. Staffieri's base salary, which was increased in 2015 pursuant to the Compensation Committee's review of his performance as the Chief Operating Officer of Kidney Care and consideration of comparative market data provided by the committee's outside compensation consultant, Compensia, and Mr. Hilger's base salary, which was increased in 2015 in connection with his expanded role as the Interim Chief Financial Officer. The following pie charts illustrate the allocation of the total direct compensation that the NEOs above earned or, in the case of the long-term incentives, were granted with respect to 2015:Compensation SummaryCEOCompensation SummaryOther NEOs
Sustained Meaningful Profitable Growth and Stockholder Value Creation The believes that the above compensation structure struck an appropriate balance by promoting long-term stockholder value creation without motivating or rewarding excessive risk-taking.38ContentsCompensation Discussion and Analysis Stockholder Interest AlignmentOurindependent directors, reviews and approves our overall executive compensation is designed to focus on pay-for-performanceprogram, strategy and to alignpolicies and sets the interests of our executives with the long-term interests of our stockholders. Our incentive criteria focus on performance-based compensation that aligns with our strategic, operational and financial objectives in creating stockholder value. Our CEO receives all long-term compensation in the form of equity compensation, while other executives receive long-term compensation in the form of both equity compensation and cash-based incentive compensation. Our long-term equity compensation is comprised of stock-settled stock appreciation rights ("SSARs") and performance stock units ("PSUs"). At least 50% of our CEO's equity awards and at least 25% of the other executiveofficers' awards are in the form of PSUs. To create close alignment with stockholder value creation, relative TSR was selected as the performance criteria for 50% of the PSUs granted to each of our participating NEOs in 2015. The equity awards are further subject to time vesting — equity awards granted in 2015 vest 50% on each of the third and fourth anniversaries of the grant date. The combination of performance-based metrics and extended vesting schedules is intended to assist in the long-term retention of executives and further the alignment of the interests of our executives with the long-term interests of our stockholders. A key component of our executive officers. The Compensation Committee’s independent compensation philosophyconsultant provides the Compensation Committee with an analysis of comparative market data on the cash-based, stock-based and designtotal compensation for senior executives, including the CEO, at a group of comparable companies within our industry to help inform the Compensation Committee's deliberation on compensation decisions.that stock-basedprovided in the Compensation Committee Charter, available on our website at www.davita.com/about/corporate-governance.creates an incentivedecisions for the executives to contributeCEO. The Board also provides input for consideration by members of the Compensation Committee with respect to the overall successstructure of the CompanySTI and LTI Programs, including their relationship to take actions that result in the creation of long-term stockholder value.financial performance, investor guidance, strategy and ESG objectives. Key FeaturesExecutiveCEO reviews the individual performance of each other executive officer with, and makes compensation recommendations to, the Compensation Program
Committee. Our CCO also provides information to the Compensation Committee with respect to each executive officer's commitment to compliance as demonstrated by modeling compliant behavior, leading in a compliant manner, identifying and resolving potential risks in a compliantWe DoWe Do NotHave double trigger change of control provisions for acceleration of equity award vestingProvide excise tax gross-ups on change of control payments for new or materially amended agreements entered into since 20081 Limit severance payments to not more than three times base salary and bonusRe-price or replace underwater stock options or stock appreciation rights Provide for multi-year vesting periods for equity award grants to reinforce a culture in which the Company's long-term success takes precedence over volatile short-term resultsHave our Compensation Committee's independent compensation consultant provide any other services to the Company Have our Compensation Committee use an independent compensation consultantHave a defined benefit pension plan Have a clawback policy that permits recovery of bonuses, incentive and equity-based compensation from executivesAllow hedging of the Company's securities by directors, executives and other employees Seek stockholder feedback on our executive compensation programAllow directors, executives and other employees to pledge the Company's securities as collateral for a loan Apply meaningful stock ownership guidelines to strengthen alignment of executives' and stockholders' interests 381We have not provided for tax gross-ups in any employment agreements or amended employment agreements entered into after July 2008. Our CEO has the only remaining legacy agreement that contains a tax gross-up; however, no gross-up would have been payable under his agreement in any of the prior five years if a change of control had occurred. See "Potential Payments Upon Termination or Change of Control" on pages 61 to 66.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 39Elements of Compensation Discussion and Analysis elementsCompensation Committee has selected and directly retains the services of Compensia, a national compensation consulting firm. The Compensation Committee has the sole authority to retain or replace Compensia in its discretion. Compensia does not provide consulting services to Company management and may not provide such services without prior approval of the Chair of the Compensation Committee. Accordingly, Compensia only provides compensation consulting services to the Compensation Committee, and works with the Company’s management only on matters for which the Compensation Committee provides direction and is responsible. The Compensation Committee periodically seeks input from Compensia on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. Compensia also provides general observations on the Company’s compensation program, but it does not determine the amount or form of compensation for the executive officers.offered underpaid by the resultant comparator peer group is representative of the compensation required to attract, retain and motivate our executive talent.program include both fixed (base salaries)decisions in early 2022, we used the following compensation peer group:2022 Compensation Peer Group Avantor Laboratory Corp of America Baxter International Molina Healthcare Centene Perkin Elmer Dentsply Sirona Quest Diagnostics Encompass Health Select Medical Holdings HCA Healthcare Syneos Health Henry Schein Tenet Healthcare Hologic Universal Health Services IQVIA Holdings Zimmer Biomet Holdings variable (annualThermo Fisher Scientific due to their revenue and/or market capitalization falling outside of our screening range and long-term incentives) compensation.their market capitalization and/or revenue satisfied the peer group's "size" criteria. Based on financial and market data available as of the date the executive compensation competitive market analysis wasWe compensate our executives with a base salary because we believe it is appropriate that some portion of compensation be provided in a form that is liquid and assured. initially established at levels deemed necessary to enable us to attract and retain highly qualified executives with reference to both our peer group and comparative pay within the Company for executives with similar levels of responsibility, the prior experience of the executive, and expected contributions to Company performance.We do Based on a review of competitive market data, the Compensation Committee determined not guarantee salary adjustments on an annual basis. During Marchto increase the base salaries for the NEOs from 2021 to 2022. Base salaries for the NEOs as of December 31 of each year the Compensation Committee considers adjustments to base salary as part of the overall annual compensation assessment for our executives. Our CEO typically provides the Compensation Committee with his recommendation regarding merit-based increases for each executive officer other than himself. The CEO's base salary is recommended by the Compensation Committee with input from Compensia, the Compensation Committee's independent compensation consultant, and Compensia's analysis of CEO compensation of our comparator peer group, and approved by the independent members of the Board of Directors.Consistent with our emphasis on performance-based compensation and the Compensation Committee's decision to limit increases to fixed compensation amounts in 2015, the Compensation Committee maintained the base salaries of Mr. Thiry, Mr. Rodriguez and Mr. Kogod at 2014 levels. Mr. Staffieri's base salary was increased in 2015 pursuant to the Compensation Committee's review of his performance as Chief Operating Officer of the Company's Kidney Care division and consideration of comparative market data provided by the Compensation Committee's outside compensation consultant, Compensia. Mr. Hilger's base salary was also increased in 2015 in connection with the increasing accounting complexity of the Company's business operations and transactions. The base salaries for 2014 and 2015 for our NEOs who remained executive officers on December 31, 2015 are shownreflected in the following table.2014 Base
Salary12015 Base
Salary2 $1,200,000 $1,200,000 $800,000 $800,000 $550,000 $600,000 $800,000 $800,000 $350,000 $375,000 Name 2021 Base Salary 2022 Base Salary Percentage Increase in Base Salary in 2022 Javier J. Rodriguez $1,200,000 $1,200,000 0 % Joel Ackerman $700,000 $700,000 0 % Michael D. Staffieri $800,000 $800,000 0 % Kathleen A. Waters $650,000 $650,000 0 % James O. Hearty $500,000 $500,000 0 % 1The amounts reported reflect the annual base salaries approved in March 2014.2The amounts reported reflect the annual base salaries approved in April 2015.(STI Program) for 2015program awards in 2015 were granted pursuant to the DaVita HealthCare Partners Inc. 2011 Incentive Award Plan, as amended and restated (the "2011 Plan"Program"), which permits the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, equity and cash-based performance awards, as well as other forms of equity awards.Under the STI program in 2015, each NEO was eligible for had a maximum annual performance-basedtarget bonus potential calculated as a multiple of the annual salary approved in March 2015 by the Compensation Committee, and with respect to the CEO, ratified by the Board, as summarized in the table below. Since Mr. Hilger is the Interim Chief Financial Officer, he is not subject to the termsindependent members of the 2015 STI program. Instead, for 2015, Mr. Hilger received a discretionary cashBoard. Participants earn 0% to 200% of their target bonus equal to $195,000 in recognition of his performance as Interim Chief Financial Officer during 2015.2015 Base
SalaryMultiple of
2015 Base
Salary2015 STI
Maximum
Bonus Potential $1,200,000 3.0x $3,600,000 $800,000 2.5x $2,000,000 $600,000 2.0x $1,200,000 $800,000 2.5x $2,000,000 Each performance metric under our STI program was assigned a relative weight to determine the percentage of the maximum bonus potential for which each executive was eligible. The percentage of the maximum bonus potential was determined based on results achieved in 2015,performance against the predetermined and approved STI metrics. Based on a review of competitive market data, the Compensation Committee could then exercise negative discretiondetermined not to reduceincrease the annualtarget bonus payment based on changed or special circumstances, or factors that may not have been anticipated when the criteria rangeopportunities for the metrics was established.40Compensation Discussion and AnalysisThe tables below summarize the relative weights, criteria range, maximum performance based eligibility range, actual performance and maximum eligible payout achievedbase salary for each of the 2015 STINEOs:Name 2022 Base Salary 2022 Target Incentive Opportunity Javier J. Rodriguez $1,200,000 $1,800,000 150 % Joel Ackerman $700,000 $750,000 107 % Michael D. Staffieri $800,000 $1,050,000 131 % Kathleen A. Waters $650,000 $650,000 100 % James O. Hearty $500,000 $400,000 80 % 40 Compensation Discussion and Analysis as well asweightings, criteria ranges, performance-based eligibility ranges, actual performance and eligible payout percentages for the actual payout percentage and amount for each NEO who remained an executive officer as of December 31, 2015, other than Mr. Hilger. Kent J. Thiry Maximum Performance Based
Eligibility Range Maximum Eligible
Payout Achieved 2015 STI Performance Metrics Weight Criteria Range (%) ($) Actual
Performance (%) ($) Enterprise Adjusted Operating Income 50% $1,788 million to $1,900 million1 25% - 100% $450,000 - $1,800,000 $1,898 million 75% $1,350,000 HCP Adjusted Operating Income 20% $238 million to $275 million1 25% - 100% $180,00 - $720,000 $240 million 25% $180,000 Kidney Care Catheter Rate 5% 13.35% to 13.15% (lower is better) and 15% better than industry 50% - 100% $90,000 - $180,000 13.06% 100% $180,000 Kidney Care Non Acquired Growth 10% 4.3% to 4.9%2 50% - 100% $180,000 - $360,000 3.9% 0% $0 HCP Star Metrics 5% Customized index range 30% - 100% $54,000 - $180,000 Internal index value 86.2% $155,186 HCP Medicare Advantage Enrollment Growth 10% 5% to 20% above industry 25% - 100% $90,000 - $360,000 >20% 100% $360,000 Total Eligible STI Bonus 61.8% $2,225,186 Total Actual STI Bonus 61.8% $2,225,186 1The percentage of maximum bonus for which Mr. Thiry is eligible is determined based on the top 75%components of the guidance ranges for fiscal year 20152022 STI Program:2022 STI Program Performance Metrics Performance Metrics Weightings Criteria Range Performance Based Eligibility Range (%) Actual Performance Eligible Payout Achieved (%) Financial: Adjusted Operating Income* 50.0% $1,550 million to $1,700 million
($1,600 million target)0%; 50% - 200% $1,579 million** 78.8% Financial: Free Cash Flow* 20.0% $850 million to $1,200 million
($1,000 million target)0%; 50% - 200% $817 million —% Strategic Objectives: Home modalities penetration (Q4
2022)7.5% 15.5% to 17.5%
(16.25% target)0%; 50% - 200% 15.8% 71.0% Strategic Objectives: Comprehensive Kidney Care
Contracting ("CKCC") patient contact composite7.5% 30.0% to 55.0%
(45.0% target)0%; 50% - 200% 40.5% 84.9% Strategic Objectives: Teammate engagement scores
(average of 2022 survey results)3.0% 82.0% to 86.0%
(84.0% target)0%; 50% - 200% 78.3% —% Strategic Objectives: Energy efficiency projects (# of
clinics)3.0% 275 to 375
(325 target)0%; 50% - 200% 382 200.0% Strategic Objectives: Custom individual objectives 9.0% Varies by NEO 0% - 200% Varies by NEO Varies by NEO our investors with our fourth quarter 2014 earnings release,noncontrolling interests and all capital expenditures (including development capital expenditures, routine maintenance and information technology), plus contributions from noncontrolling interests and proceeds from the latest guidance ranges available tosale of self-developed properties.thisthe 2022 STI Program and resulted in a $129 million net addition to our 2022 adjusted operating income as reported in our Company's Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) ($1,450 million). This addition is associated with a COVID-19 normalization adjustment relating to higher actual than budgeted impact of the ongoing COVID-19 Pandemic in 2022, offset by foreign exchange gains on the mark-to-market impact of cash held in a non-functional currency in our Asia-Pacific joint venture in 2022 of $0.6 million. As a result, adjusted operating income presented above for purposes of the 2022 STI Program differs from the non-GAAP financial results we report in our 2022 Form 10-K. None of these non-GAAP financial measures should be considered as a substitute for, or superior to, the measures of financial performance condition.
relative context, overall industry growthexample, in 2013 (the latest information available2021, we built upon our long-standing commitment to corporate citizenship and announced a set of ESG goals for 2025 aligned with the five pillars of our ESG strategy. Many of these 2025 goals are aspirational; however, the Compensation Committee considered our ESG goals as it determined the strategic objectives under the 2022 STI Program in order to establish goals that were viewed as aligned with and supportive of 3/31/16)our broader set of 2025 ESG goals and strategic operating plan. Accordingly, the Compensation Committee established goals relating to home modalities penetration, teammate engagement scores, patient contact and energy efficiency projects, which constituted 70% of the strategic objectives, or 21% of the total short-term incentive opportunity. The strategic objectives under the 2022 STI Program collectively represent ESG criteria that are priorities for the Company and support the Company’s progress towards its 2025 ESG Goals. These strategic objective goals are evaluated formulaically and are the same for all executive officer participants.42 Compensation Discussion and Analysis 3.5%set at 16.25%, which is 81 basis points higher than the 2021 actual of 15.4%.compound annual growth rate from 2009 to 2013 was 3.6%. The foregoing data areemployer of choice.2015 Annual Data Report,average of engagement surveys of all U.S. teammates completed during 2022, weighted by the participation percentage of each survey.Renal Data System, Table D.1 "Percentagesgenerally declined in 2022.counts of reported ESRD patients: by treatment modality." This includesinitiatives in the results of our Company, withoutcommunities in which the industry growth rates would be lower. Javier J. Rodriguez Maximum Performance Based
Eligibility Range Maximum Eligible
Payout Achieved 2015 STI Performance Metrics Weight Criteria Range (%) ($) Actual
Performance (%) ($) Core Kidney Care Adjusted Operating Income 70% $1,550 million to $1,625 million1 25% - 100% $350,000 - $1,400,000 $1,658 million1 100% $1,400,000 Kidney Care Catheter Rate 15% 13.35% to 13.15% (lower is better) and 15% better than industry 50% - 100% $150,000 - $300,000 13.06% 100% $300,000 Kidney Care Non Acquired Growth 15% 4.3% to 4.9%2 50% - 100% $150,000 - $300,000 3.9% 0% $0 Total Eligible STI Bonus 85% $1,700,000 Total Actual STI Bonus 85% $1,700,000 1Criteria range represents the top 75% of the public guidance range for fiscal year 2015 for our Kidney Care division at the time▪In 2022, this performance metric was developed. Core Kidney Care Adjusted Operating Income is a subset of Kidney Care Adjusted Operating Income that excludes certain non-core business units. Actual Performance represents actual Adjusted Operating Income for our Kidney Care division.2For relative context, overall industry growth in 2013 (the latest information available as of 3/31/16) was 3.5% and the compound annual growth rate from 2009 to 2013 was 3.6%. The foregoing data are based on the 2015 Annual Data Report, United States Renal Data System, Table D.1 "Percentages and countsnumber of reported ESRD patients: by treatment modality." This includes the results of our Company, without which the industry growth rates would be lower.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 41 Michael D. Staffieri Maximum Performance Based
Eligibility Range Maximum Eligible
Payout Achieved 2015 STI Performance Metrics Weight Criteria Range (%) ($) Actual
Performance (%) ($) Core Kidney Care Adjusted Operating Income 70% $1,550 million to $1,625 million1 25% - 100% $210,000 - $840,000 $1,658 million1 100% $840,000 Kidney Care Catheter Rate 15% 13.35% to 13.15% (lower is better) and 15% better than industry 50% - 100% $90,000 - $180,000 13.06% 100% $180,000 Kidney Care Non Acquired Growth 15% 4.3% to 4.9%2 50% - 100% $90,000 - $180,000 3.9% 0% $0 Total Eligible STI Bonus 85% $1,020,000 Total Actual STI Bonus 85% $1,020,000 1Criteria range represents the top 75%U.S. dialysis clinics that completed an LED lighting upgrade. The target was set lower for 2022 since a large portion of the public guidance range for fiscal year 2015 for our Kidney Care division atwork on this energy efficiency project was completed in 2021, and there were fewer clinics still requiring the time thisupgrade in 2022 with more complicated circumstances.metric was developed. Core Kidney Care Adjusted Operating Income isacross all objectives being evaluated qualitatively in the aggregate on a subsetscale of Kidney Care Adjusted Operating Income that excludes certain non-core business units. Actual Performance represents actual Adjusted Operating Income for our Kidney Care division.2For relative context, overall industry growth in 2013 (the latest information available as of 3/31/16) was 3.5% and the compound annual growth rate from 20090% to 2013 was 3.6%. The foregoing data are based on the 2015 Annual Data Report, United States Renal Data System, Table D.1 "Percentages and counts of reported ESRD patients: by treatment modality." This includes the results of our Company, without which the industry growth rates would be lower. Dennis L. Kogod Maximum Performance Based
Eligibility Range Maximum Eligible
Payout Achieved 2015 STI Performance Metrics Weight Criteria Range (%) ($) Actual
Performance (%) ($) HCP Adjusted Operating Income 30% $238 million to $275 million1 25% - 100% $150,000 - $600,000 $240 million 25% $150,000 Specified HCP Market Adjusted Operating Income 30% Range related to internal budget 25% - 100% $150,000 - $600,000 Below budget 0% $0 International Adjusted Operating Income 20% Range related to internal budget 25% - 100% $100,000 - $400,000 Below budget 0% $0 HCP Star Metrics 20% Customized index range 30% - 100% $120,000 - $400,000 Internal index value 86.2% $344,859 Total Eligible STI Bonus 24.7% $494,859 Total Actual STI Bonus 10% $200,000 2 1The percentage of maximum bonus for which Mr. Kogod is eligible is determined based on the top 75% of the guidance range for fiscal year 2015 for our HealthCare Partners division provided to our investors200%, with our fourth quarter 2014 earnings release, the latest guidance range available to the Compensation Committee at the time it approved this performance condition.2exercised negative discretiondesigned the individual strategic objectives to reduce Mr. Kogod's STI bonus to $200,000 as a result of underperformance inbe challenging, but achievable with strong and consistent performance, and aligned with our HealthCare Partners division and our international business. Supplemental STI Program for 2015The 2015 Supplemental STI Program is a one-time program created under the 2011 Plan to provide our non-CEO NEOs cash incentive award opportunities that are: (1) tied to 2015strategic operating results in the dialysis and related lab services operating segment and (2) comparable to that of other non-NEO executives. Mr. Thiryplan. Each participant’s performance against such objectives was not eligible to participate in the 2015 Supplemental STI Program because his LTI awards are all equity-based.The cash-based LTI Program the Company created in early 2013 contemplated a payout of at least 50% of target to the program participants if the 2015 adjusted operating income for the dialysis and related lab services operating segment exceeded $1,597 million, and a payout of at least 150% if the 2015 adjusted operating income was at least or exceeded $1,742 million.Under the 2013 cash-based LTI Program, the maximum payout an NEO could receive was 150%, whereas other non-NEO executives could receive additional amounts by participating in a funding pool, the size of which was a function of 2015 adjusted operating income for the dialysis and related lab services operating segment in excess of $1,742 million. The reason for this restriction on NEOs was that any payout beyond 150% under the program was to bedetermined holistically based on a retrospective non-formulaic assessmentconsideration of the relative significance of each individual participantobjective in light of the program,development of the Company, market, regulatory and payment based on such a retrospective non-formulaic assessmentcompetitive factors over the course of 2022, and expectations for NEOs wouldthese factors in the future. The table below summarizes selected key strategic objectives established for each NEO for 2022:SELECTED INDIVIDUAL KEY STRATEGIC OBJECTIVES Javier J. Rodriguez Sustainable COVID-19 management Efforts to re-energize our teammates and reignite our culture across the Company Multi-year stability of equipment, supplies, pharmaceuticals and pharmaceutical and dialysis contracting and supply chains Value-based contract goals Differentiated home offering Deliver on new sources of growth Advance the Company’s public policy objectives Joel Ackerman Finance department organization effectiveness goals Enterprise growth objectives Continued focus on strategy, contracting and capability creation for IKC Return on capital and capital deployment goals Support strategy and innovation efforts Michael D. Staffieri Sustain compliance with COVID-19 regulations Successfully transition to a new technology platform Compliantly deliver on goals relating to home dialysis program Enhance teammate experience and retention Kathleen A. Waters Advance legal department priorities Succession planning goals for the legal department Advance public policy priorities Continued to advance diversity and belonging goals for the Company James O. Hearty Continued focus on data-driven monitoring and use of technology in compliance program Continued guidance and leadership on the Company’s business development activities Transition to new enterprise policy management system 44 be tax-deductibleprecisely recalculate due to the Company.When it became clear that the Kidney Care NEOs were the primary driverspresentation of the 2015 adjusted operating income for the dialysis and related lab services operating segment, the Compensation Committee implemented the 2015 Supplemental STI Program toEligible Payout Achieved 2022 STI Program Performance Metrics Performance Metrics Weightings Javier J. Rodriguez Joel Ackerman Michael D. Staffieri Kathleen A. Waters James O. Hearty Financial: Adjusted Operating Income 50.0% 78.8% 78.8% 78.8% 78.8% 78.8% Financial: Free Cash Flow 20.0% —% —% —% —% —% Strategic Objectives: Home modalities penetration 7.5% 71.0% 71.0% 71.0% 71.0% 71.0% Strategic Objectives: Comprehensive Kidney Care
Contracting ("CKCC") patient contact composite7.5% 84.9% 84.9% 84.9% 84.9% 84.9% Strategic Objectives: Teammate engagement scores 3.0% —% —% —% —% —% Strategic Objectives: Energy efficiency projects 3.0% 200.0% 200.0% 200.0% 200.0% 200.0% Strategic Objectives: Custom individual objectives 9.0% 90.0% 90.0% 90.0% 90.0% 100.0% Total Weighted Eligible Payout Achieved 65.2% 65.2% 65.2% 65.2% 66.1% Target Incentive Opportunity $1,800,000 $750,000 $1,050,000 $650,000 $400,000 Total Eligible and Actual STI Program Award $1,173,805 $489,085 $684,720 $423,874 $264,446 42Compensation Discussion and Analysisgive the Kidney Care NEOs an opportunity to earn additional compensation comparable to non-NEO executives. Each NEO was eligible for an incremental 0% to 250% payout (in addition to the 150% formulaically earned under the 2013 cash-based LTI Program) to the extent the 2015 adjusted operating income for the dialysis and related lab services operating segment exceeded $1,742 million (the threshold for 150% payout under the 2013 cash-based LTI Program). To be eligible for the maximum 250% payout under the 2015 Supplemental STI Program, the 2015 adjusted operating income for the dialysis and related lab services operating segment would have to be at least $2,143 million. Since the 2015 adjusted operating income for the dialysis and related lab services operating segment was $1,857 million, the NEOs were eligible for an incremental 72% payout. Specifically, Messrs. Rodriguez and Kogod each had a target under the 2013 cash-based LTI Program of $3,300,000 and earned 150%, or $4,950,000, based on the 2015 adjusted operating income for the dialysis and related lab services operating segment exceeding the threshold for 150% payout, payable 50% in 2016 and 50% in 2017. In addition, each was eligible for an incremental 72%, or $2,363,661, under the 2015 Supplemental STI Program. Similarly, Mr. Staffieri had a target under the 2013 cash-based LTI Program of $1,732,500 and earned 150%, or $2,598,750, payable 50% in 2016 and 50% in 2017. In addition, he was eligible for an incremental 72%, or $1,240,922 under the 2015 Supplemental STI Program. Messrs. Rodriguez and Staffieri received the maximum eligible amounts under the 2015 Supplemental STI Program because both NEOs were determined to be instrumental in driving the results for the 2015 dialysis and related lab services operating segment. The Compensation Committee exercised its negative discretion for Mr. Kogod, who transitioned from Kidney Care to HCP in March 2014, given his minimal role in dialysis and related lab services, resulting in Mr. Kogod receiving no amount under the 2015 Supplemental STI Program. All amounts under the 2015 Supplemental STI Program were paid to Messrs. Rodriguez and Staffieri in 2016.(LTI Program) for 2015programProgram") awards are granted pursuant to the 2011 Plan. Our LTI program is designed to provide a link to long-term stockholder value through equity awards for all executives, while also providing a more direct tieour executives. Under our LTI Program, the Compensation Committee has the authority to award various forms of long-term incentive grants, such as PSUs, RSUs and SSARs. Consistent with past practice, annual LTI Program awards for 2022 were granted in March to each of the NEOs other than our various linesCEO.business2022 equity awards between PSUs, RSUs and SSARs was determined by the Compensation Committee and varies by participating NEO, based on factors such as the executive officer's role in growth initiatives and capital allocation. As noted above, in light of the CEO Premium-Priced SSAR Award that Mr. Rodriguez received in 2019, he did not participate in the Company's 2022 LTI Program as such award was intended to replace grants under the Company's LTI Program through 2024. Below are the 2022 annual LTI Program splits for which executives are responsible through cash-based performance awards targeting internal operating performance metrics consistent with our existing compensation philosophy.each NEO participant: Equity AwardsWhile we emphasize stock-based compensation, we do not designate a target percentage of total compensation as stock-based. We instead maintain discretionPSUs RSUs SSARs Joel Ackerman 
Michael D. Staffieri Kathleen A. Waters 
James O. Hearty 46 Compensation Discussion and Analysis respond to changes in executives anddrive Company performance and related objectives, as well as to changes in remaining relative values that have yet to be vested. We believe that our emphasis on stock-based compensation creates an alignment of interests between our executives and our stockholders. Grants of equity awards also serve as an important tool for attracting and retaining executives. To vest in equity awards and earn the full benefit of the award, executives must remain employed for a multi-year vesting period, typically over four years, which reinforces a culture in which the Company's long-term success takes precedence over volatile and unsustainable short-term results.Each year, the Compensation Committee recommends to the full Board an aggregate equity award pool that will be available for grants to all eligible recipients of equity awards, based on (i) the historical amounts granted, (ii) the amount of equity held by participants that is currently in-the-money, (iii) the number of shares we expect to be forfeited due to anticipated departures, and (iv) the number of shares that will likely be required both to retain and incentivize our highest-potential and highest-performing employees and to attract new employees we expect to hire during the coming year. The Compensation Committee may also recommend the establishment of special purpose share budgets for proposed interim grants. After considering such recommendations, the Board approves a budget and delegates authority to the Compensation Committee to make awards to our executive officers and other employees. The equity awards that are granted to our executives are generally made annually (typically in the first half of the year). Discretionary interim awards to our executives may be made during the year to address special circumstances, such as retention concerns, promotions and special performance recognition awards, and new hire awards. Our annual equity awards are generally awarded upon the completion of performance reviews and in connectionalign with the Compensation Committee's decision and review process regarding other forms of direct compensation. The timing of the interim grants is contingent upon individual circumstances. Under the terms of the 2011 Plan, awards are granted with an exercise or base price not less than the closing price of our common stock on the date of grant. Furthermore, the 2011 Plan prohibits repricing or replacing underwater stock options or stock appreciation rights without prior stockholder approval.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 43PSUs RSUs SSARs Stock-settled Stock Appreciation Rightsmajority-of our equity awards to executives are intable below summarizes the form of stock-settled stock appreciation rights, which only derive value if the market value of our common stock increases. The economic value and tax and accounting treatment of SSARs are comparable to those of stock options, but SSARs are less dilutive to our stockholders because only shares with a total value equal to the grantee's gain (the difference between the fair market value of the base shares and their base price) are ultimately issued. SSARs are granted with a base price not less than the closing price of our common stock on the date of grant and vest based on the passage of time. SSARs granted in 2015 vest 50% on each of June 2, 2018 and June 2, 2019. Performance Stock UnitsAs part of our compensation program, we also award PSUs to our top executives who become one of the NEOs in any given year. PSUs are granted under the 2011 Plan and typically vest based on a combination of accomplishment of performance metrics and passage of time over a period of three or more years, but the Compensation Committee may approve alternative vesting schedules based on performance, timing of vesting of individual outstanding grants and other retention related factors.A minimum of 50% of the CEO's equity compensation and 25% of each of Messrs. Rodriguez and Staffieri's equity compensation is awarded in the form of PSUs, which fully vest in four years (50% on June 2, 2018, and 50% on June 2, 2019) so long as performance goals have been met. Based on the level of achievement, more or less than 100% of the target PSUs can vest based on the achievement of the underlying performance. Mr. Hilger was not granted PSUs due to his interim status as Chief Financial Officer.The tables below summarize the criteria range and percent range of target PSUs for each of the 20152022 annual PSU performance metrics and detail the relative weightings of each 2015 PSU performance metric for Messrs. Thiry, Rodriguez and Staffieri. The performance periods for these metrics run through 2017, or in the case of Relative TSR through March 31, 2019 and, therefore, we are not able to present performance against these metrics at this time.grants. Given the market and operating conditions at the time the targets were set, the target vestingpayout levels were designed to be achievable with strong management performance, while maximum vestingpayout levels were designed to be difficult to achieve.20152022 PSU Performance Metrics
Performance Metrics WeightingsCriteria Range Percent of Target PSUs Vesting 37.5% $9.87 - $12.99
(Target: $11.05) Kidney Care Quality Incentive Program10% to 40% (below rest of industry)50% - 100% Kidney Care Non Acquired Growth3.95% to 4.70%50% - 150% HCP New Market Success2 to 6 markets that meet threshold0%; 50% - 200% 100% March 15, 2025 37.5% $10.26 - $14.81
(Target: $11.93) HCP New Market Adjusted Operating Income50% to 200% of internal goal0%; 50% - 200% 100% March 15, 2026 25.0% 25th - 90th percentile
(Target: 55th percentile) DaVita Rx Specialty Drugs Contracts50% to 200% of internal goal0%; 50% - 200% Paladina Members180% to 541% growth over 3 years50% - 200% Village Health Hospital Admission RateRange tied to internal goalMarch 15, 2025, 50% - 200% Relative TSR40th percentile to 90th percentile50% - 200% March 15, 2026 Performance Metrics Weightings Kent J. Thiry Javier J. Rodriguez Michael D. Staffieri 10% 20% 20% 10% 20% 20% 7.5% 7.5% 5% 5% 5% 10% 10% 50% 50% 50% 44TableContentsCompensation Discussion and Analysis2015,connection with our stockholder engagement during 2022, we received feedback at that time that our stockholders were generally supportive of our share repurchase program as a mechanism for enhancing long-term value for stockholders. Accordingly, after discussion, and with input from Compensia, the Compensation Committee granted cash-based performance awards to Messrs. Rodriguez, and Staffieri. Mr. Thiry received all of his 2015 LTI awards in the form of equity (SSARs and PSUs). Mr. Kogod's cash-based performance award for 2014 and his cash-based and equity awards for 2015 were delayed to 2016, when cash-based performance awards for 2014 and cash and equity-based awards for 2015 will be made to other executives of the Company's HCP division. Since theredecided that it was no long-term cash-based incentive plan at HCP, and no such plan had previously existed at HCP, the grant of cash-based performance awards to HCP executives was delayed to allow timestill appropriate for the proper structuring2022 program not to adjust the EPS criteria based on volume of share repurchases. When we have engaged in share repurchases, those repurchases have been largely funded through excess cash flow generation, and we believe that incenting management to use their judgment on the optimal way to utilize excess cash flow will generate the best return for stockholders, including when that decision is to engage in share repurchases.long-term cash-based incentive plan. In addition, becauserange of compound annual growth rates (a 4% compound annual growth rate for 50% vesting; an 8% compound annual growth rate for 100% vesting; 11% compound annual growth rate for 150% vesting; and a 14% compound annual growth rate for 200% vesting). We also adjusted the value of the cash-based award is linked2021 baseline to be on a basis comparable to the value of the equity-based awards, the 2015 equity awards to HCP executives were also delayed to 2016. As a result,statutory federal corporate income tax rate in effect in 2021, so that required growth was not calculated from an artificially high base.awards for HCP executives in 2016, including Mr. Kogod, will appear greater than a typical annual grant since they will effectively represent grants for multiple years.target award value for NEOs' cash-based performance awards in a manner similar to how it determines the amount of equity awards to grant; that is, based on individual and Company historical and expected performance, including an executive's ability to influence the targeted performance measure. The aggregate target value of cash-based performance awards available for allocation to our executives is approved by the full Board for administration by the Compensation Committee along with the aggregate equity award pool.The cash-based performance awards granted in 2015 will vest on April 1, 2018, subject to the NEO's continued employment and the achievement of performance conditions relating to adjusted operating income of the Company's dialysis and related lab services segment in 2017. Under the terms of the 2011 Plan, the maximum annual amount of any cash-based performance awards payable to any executive is $10,000,000 in a 12 month period. However, the Compensation Committee established target award values for each of Messrs. Rodriguez, Staffieri and Hilger at the time of grant, at amounts substantially lower than the maximum under the 2011 Plan.In early 2016, Messrs. Rodriguez, Staffieri, Kogod and Hilger received payouts under the 2013 long-term cash-based performance awards granted under theCompany's 2011 Plan. Payouts under the 2013 long-term cash-based performance awards are paid 50% in early 2016 and 50% in early 2017. The payment in 2017 is not subject to any incremental performance conditions, but only to continued employment at the time of vesting, April 1, 2017. Mr. Rodriguez and Mr. Kogod each earned $4,950,000. Mr. Staffieri earned $2,598,750, and Mr. Hilger earned $309,375 for performance exceeding the maximum 150% payout level as a result of adjusted operating income achieved for the dialysis and related lab services operating segment of $1,857 million for fiscal year 2015 compared to a target of $1,669 million at the 100% payout level. These earned amounts were paid 50% in 2016, and the remaining 50% will be paid in 2017. In addition, as discussed above under "Supplemental STI Program for 2015," Messrs. Rodriguez, Kogod and Staffieri were eligible for additional amounts subject to negative discretion based on exceptional performance above the maximum 150% payout level under the 2013 long-term cash-based incentive program. They became eligible for these additional amounts through the 2015 STI program put in place in early 2015 to make their incentive award opportunity tied to 2015 operating results in the dialysis and related lab services operating segment comparable to that of other non-NEO executives, while maintaining the additional discipline of negative discretion by the Compensation Committee. Please see "Supplemental STI Program for 2015" for further information regarding these payouts. Determining LTI Program Award AmountsThe Compensation Committee reviews the annual LTI program award recommendationsawards for our NEOs and other executives in advance of the grant date with the input of ourthe CEO and Compensia, and after consideration of market data provided by Compensia. Each year, the committee's outside compensation consultant, Compensia. Based upon a review ofCEO considers the following in recommending equity award shares available, their dilutive effect on stockholders, long-term share budgeting restrictions, cash-based performance award dollars available and recommendations from management,awards for executives other than himself to the Compensation Committee recommends for Board approval the aggregate equityCommittee: (i) recent performance and cash LTI program award pools for the year. In considering howtrajectory of historical performance; (ii) level of responsibilities and expected changes to distribute the equity and cash-based performance award units in the respective LTI program award pools, our CEO, together with a team that includes other senior executives, gives differential attention to high-potential individuals whom the Company believes will be the future senior leadersresponsibilities; (iii) market levels of the Company, and to other high-performing individuals whose performance in their current positions exceeded expectations.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 45Each such high-potential and/or high-performing employee is then individually reviewed, from a holistic perspective, starting with a review of such employee's historicaltotal compensation including his or her initial base salary, any base salary increases during his or her tenure with the Company and performance cash bonuses and equity and long-term cash-based incentive award grants over his or her career atincentives for similar positions; (iv) the Company. A determination is then made as to the amount and number of cash and equity LTI program award units that should behistorical amounts granted and expected vesting levels; and (v) the appropriate vesting schedules and performance conditions that should be implemented for such awards in order to retain and continue to motivate these high-quality, high-performing individuals. Our goal is to achieve fairness in compensation and motivate performance over the course"in-the-money value" of multiple years, which is the reason we take into account all compensation that has been awarded to such individuals over their respective careers at the Company when making prospective award decisions.The Compensation Committee also evaluates the market competitiveness of the Company's compensation for its NEOs and other executive officersunvested equity currently held by analyzing its historical and proposed compensation changes in light of compensation practices among its comparator peer group as provided in an annual assessment by Compensia, the Compensation Committee's independent compensation consultant.After taking into account the elements set forth above, the Compensation Committee approved LTI program award grants to our NEOs in 2015, except for Mr. Thiry, whose LTI program award grant was approved by the independent members of the Board as required by the committee's charter. All of the SSARs, PSUs and cash-based performance awards granted to our NEOs were granted in June 2015 after the completion of the review and approval by the Compensation Committee, and with respect to Mr. Thiry, by the independent members of the Board. participants.PSUs, and the base target value of the cash-based performance awardsPSUs granted to each of our participating NEOs in 2015, who remained2022. In light of the CEO Premium-Priced SSAR Award that Mr. Rodriguez received in 2019, he did not participate in the Company's 2022 LTI Program as such award was intended to replace grants under the Company’s LTI Program through 2024.2022 Long-term Incentive Awards Shares Subject to PSUs (#) Shares Subject to SSARs (#) Shares Subject to RSUs (#) Joel Ackerman 16,270 43,388 — Michael D. Staffieri 24,406 65,080 — Kathleen A. Waters 11,932 15,908 3,977 James O. Hearty 4,339 5,784 1,446 Performance Based
Eligibility Range Eligible
Payout Achieved2019 PSU Performance Metrics Weight Criteria Range (%) Actual
Performance(%) 37.5% $4.63 - $5.62 0%; 50% - 200% $9.13 200% 37.5% $4.86 - $6.29 0%; 50% - 200% $6.60 200% Relative TSR (2022 vesting) 12.5% 100% + 2 x (Company TSR - S&P 500 Total Return) 0% - 200% 30.1% 160% Relative TSR (2023 vesting) 12.5% 100% + 2 x (Company TSR - S&P 500 Total Return) 0% - 200% (12.6)% 75% 48 Compensation Discussion and Analysis Performance Based
Eligibility Range Eligible
Payout Achieved2020 PSU Performance Metrics Weight Criteria Range (%) Actual
Performance(%) 37.5% $6.49 - $8.07 0%; 50% - 200% $7.13 113% 37.5% $6.75 - $9.37 0%; 50% - 200% Relative TSR (2023 vesting) 12.5% 100% + 2 x (Company TSR - S&P 500 Health Care Services Select Industry Index Total Return) 0% - 200% (21.9)% 56% Relative TSR (2024 vesting) 12.5% 100% + 2 x (Company TSR - S&P 500 Health Care Services Select Industry Index Total Return) 0% - 200% December 31, 2015.
Incentive AwardsShares
Subject to SSARs
(#)Shares
Subject to PSUs
(#)Shares
Subject to RSUs
(#)Target
Cash-Based
Performance
Award Value
($) 179,041 48,323 — — 46,551 12,564 — 4,550,000 40,284 3,624 — 2,625,000 — — — — 5,968 — 1,492 250,000 The 2015 SSAR,2019 CEO Promotion PSU Results and RSU awards above vest 50% on eachPayoutJune 2, 2018 and June 2, 2019,his promotion to the third and fourth anniversaries, respectively,CEO role, Mr. Rodriguez was granted a one-time PSU award, the vesting of the grant date. In each case, vesting iswhich was subject to the NEO's continued employment and, in the case of PSUs, the achievement of the underlying performance conditions. The cash-based performance awards vest 100% on April 1, 2018, subject to the NEO's continued employment and the achievement of performance conditionsmetrics relating to adjusted operating incomehome dialysis penetration, public policy strategic objectives and internal organizational development goals, as shown in the table below (the "CEO Promotion PSU"). Performance with respect to the applicable performance metrics has been measured through the end of the Company's dialysisapplicable performance periods and related lab services segmentthe achievement with respect to such metrics is reflected in 2017. Given the market and operating conditions attable below. As a result of this achievement, Mr. Rodriguez earned a total of 39,254 shares with respect to the timeCEO Promotion PSU, based on Mr. Rodriguez's achievement of these goals. Eligible
Payout AchievedCEO Promotion PSU Performance Metrics Shares Subject to PSUs (at Target) Criteria Range and Associated Vesting Actual
Performance(%) Home Dialysis Penetration (Q4 2021) 19,913 15.0% to 17.5% (16.0% target), with vesting threshold at 50%, ranging up to 200% 15.4% 72% Public Policy Strategic Objectives 9,956 Vesting tied to internal goals, with vesting ranging from 0%-200% 150% 150% Internal Organizational Development Goals 9,956 Vesting tied to internal goals, with vesting ranging from 0%-200% 100% 100% targets were set,achievement of public policy goals of the target vesting levelsCompany, the Compensation Committee granted a performance cash award to Ms. Waters, pursuant to which she is eligible to receive a cash payment of $1,000,000 upon the achievement on or before December 31, 2023 of certain public policy goals (the "Waters Performance Cash Award"). The public policy goals were designed to be challenging but achievable with strong management performance. for 2016We are using performance metrics consistent with 2015 for our 2016 STI Program. We are currently in the process of finalizing the 2016 LTI Program, and anticipate that the broad structure will remain the same as for 2015. Consistent with our practice, we also plan to reach out to our stockholders for feedback on compensation of our executive officers and consider any changes and adjustments to our compensation policies and practices suggested by our stockholders. Personal Benefits and PerquisitesAs described above, our compensation program for NEOs emphasizes compensation based on performance and compensation which serves to align our NEOs' interests with those of our stockholders. As a result, the Compensation Committee has determined that the Company should provide few perquisites to NEOs. We believe that the perquisites and personal benefits that we provide support important attraction and retention objectives. We also consider the extent to which the perquisite or personal benefit provided serves to enhance the performance of our NEOs in light of the demands on these individuals' time. The perquisites and personal benefits available to our NEOs are reviewed annually by the Compensation Committee.The Compensation Committee has authorized the personal use of fractionally-owned or chartered corporate aircraft by some of our NEOs. The Compensation Committee believes that access to an aircraft for personal travel enables our NEOs to maximize their work hours, particularly in light of their demanding business travel schedules. One of the Compensation Committee's objectives is to ensure that our NEOs are afforded adequate flexibility to allow for sufficient personal time in light of the significant demands of the Company. The Compensation Committee and our CEO allocate a fixed number of46Compensation Discussion and Analysishours for personal use by identified NEOs and consider the allocated amount as part of the NEO's total compensation. The Compensation Committee and our CEO use their discretion when determining the number of allocated hours and displace other forms of compensation that otherwise would have been awarded to the NEO.Our CEO is authorized by the Compensation Committee to use a fractionally-owned or chartered corporate aircraft for business purposes and long-distance commuting, and for a fixed number of hours per year for personal use instead of additional cash compensation that would have otherwise been paid. Other executives of the Company are authorized on a limited basis to use a fractionally-owned or chartered corporate aircraft for a fixed number of hours for business purposes and to a much lesser extent for a fixed number of hours per year for personal use. As part of our CEO's aggregate compensation package, the Compensation Committee approves a fixed number of hours for personal use each year and unused hours from the prior year are available for use the following year. When determining the number of hours of personal use of aircraft to award, the Compensation Committee takes into consideration Mr. Thiry's overall compensation package. If Mr. Thiry were to exceed the fixed number of hours for personal use that is unrelated to business or long-distance commuting in a given year, the excess hours of personal use would offset the number of hours approved by the Compensation Committee the following year for personal use or Mr. Thiry would be required to compensate us directly, although historically he has not exceeded the hours authorized for personal use. The Compensation Committee reviews all business and personal use of the aircraft annually, including detailed passenger logs with special attention to mixed business and personal use and required reimbursements to the Company.Our deferred compensation program permits certain employees, including our NEOs, to defer compensation at the election of the participant or at the election of the Company. We maintain a Deferred Compensation Plan which allows certain employees, including our NEOs, to defer a percentage of their base salary, cash bonus and other compensation as identified by the Company. We do not utilize deferred compensation as a significant component of compensation and there are no Company contributions thereto or above-market returns available thereunder.agreementsor severance arrangements with each of our NEOs.NEOs, including a new employment agreement with Mr. Rodriguez in 2019 in connection with his transition to CEO. These agreements,arrangements, among other things, provide for severance benefits in the event of a termination of employment in certain circumstances, including, with respect to certain NEOs, the departure of the NEO following a change of control of our Company. Each agreement is individually negotiated and the terms vary. When entering into employment agreementsor severance arrangements with our NEOs, we attempt to provide severance and change of control benefits which strike a balance between providing sufficient protections for the NEO while still providing post-termination compensation that we consider reasonable and in the interests of the Company and our stockholders. See "Potential Payments Upon Termination or Change of Control" beginning on page 61 of this Proxy Statement for a description of the severance and change of control arrangements set forth in our employment agreements with the NEOs.50 Compensation Discussion and Analysis the grantee's employment is terminated following a change of control or if the executive resigns for "good reason"“good reason” or is terminated by the Company without "cause"“cause” as provided in his or her applicable employment agreement, all within a certain period of time after the effective date of the change of control event. The additional acceleration provisions in our stock-based award agreements further serve to secure the continued employment and commitment of our NEOs prior to or following a change of control. See "Potentialthe subsection titled “Potential Payments Upon Termination or Change of Control" beginning on page 61Control” below for a description of this Proxy Statementthe severance and change in control arrangements for our NEOs, and for more information regarding accelerated vesting under our stock-based award agreements.Dr. Menzel stepped downour Chief Financial Officer effective March 30, 2015, and in accordance with his then-existing compensation arrangement, received his base salarya significant component of $510,000 over a 12-month period beginning on May 5, 2015.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 47Process for Determining NEO Compensation Role of Independent Compensation CommitteeOur executive compensation, and benefits programsthere are designed and administeredno Company contributions or above-market returns available under the direction and control of the Compensation Committee. program. Compensation Committee, composed solely of independent directors, reviews and approves our overall executive compensation program strategyfor executive officers is designed to emphasize compensation based on performance and policies and sets the compensation which serves to further align our executive officers’ interests with those of our executive officers.When recruiting new executives,stockholders. As a result, the Compensation Committee and our CEO evaluate the comparative compensation of executives withinhas determined that the Company with similar levelsshould provide a limited number of responsibility, the prior experience of the executive and expected contributions to Company performance. Thereafter, each executive's compensation is reviewed annually by the Compensation Committee and CEO, and considered for adjustment based on individual performance and other factors.When evaluating performance, we base compensation decisions on an assessment of Company and individual performance over the year, taking individual accomplishments into consideration in light of the totality of circumstances together with individual potential to contribute to the Company's future growth. We believe that all of our NEOs have the ability to influence overall Company policies and performance and, accordingly, should be accountable for Company-wide performance as well as the areas over which they have direct influence. The differences in total annual compensation levels among the NEOs are based on their individual roles and responsibilities within the Company and their relative individual performance. The Compensation Committee uses its judgment in awarding compensationpersonal benefits to our NEOs in accordance withexecutive officers. In assessing the overall objectiveslevel of the Company's compensation program.The Compensation Committee takes into consideration a number of factors when determining the elements and amounts of compensation awardedperquisites provided to our NEOs, including individual performance, overall financial and non-financial performance ofexecutive officers, the Company for the year, individual skill sets and experience relative to industry peers, readiness for promotion, past and expected future performance, the importance and difficulty of achieving future Company and individual objectives, the value ofeach executive's outstanding equity awards, aggregate historical compensation, levels of responsibility and performance relative to other executives within the Company, importance to the Company and difficulty of replacement. The Compensation Committee also gives significant weight to our clinical performance and quality of patient care. Accordingly, Company-wide patient clinical outcomes and improvements in quality of patient care, and each NEO's contributions in those areas, can have a significant impact on NEO compensation.The Company-wide factors taken into consideration by the Compensation Committee include, but are not limited to, the following:•overall revenue growth, increases in our treatment volume, market share increases, improvements in controlling treatment costs, operating income growth, operating margin growth and increases in earnings per share;•healthcare regulatory compliance initiatives;•improved strategic positioning;•improved positioning of the Company for continued growth and diversification;•improved organizational capabilities;•patient growth and geographic expansion;•relationships with private payors;•improved clinical outcomes, vaccination rates and other measures of quality of care;•relationships with medical directors and other physicians involved in our patient care;•selection and implementation of improved financial, operating and clinical information systems;•management performance in attracting and retaining high-performing employees throughout our organization and succession planning;•implementation of successful public policy efforts;•good corporate citizenship; and•advancement of strategic business initiatives supporting our mission to be the provider, partner and employer of choice.The Compensation Committee retains discretion as to how to weigh these factors. There is no formal weighting of the individual elements considered and no particular elements are required to be considered with respect to a given individual or in any particular year.48Compensation Discussion and AnalysisWhen determining annual compensation for our NEOs, other than for our CEO, the Compensation Committee works closely with our CEO to review each individual's performance for the year and determine such NEO's compensation. Shortly following the end of each year, our CEO provides his assessment of each NEO's performance during the year based on his personal experience with the individual, the NEO's achievement of success in areas determined to be significant to the Company, and any changes in responsibility levels. The Compensation Committee also considers performance discussions that have taken place at the Board and Compensation Committee level regarding the NEOs, retention objectives and the future growth potential of the individual executive. Our CEO recommends to the Compensation Committee the amounts of cash and stock-based compensation for each of the NEOs. The Compensation Committee considers the recommendations made by the CEO regarding the other NEOs but retains the discretionoverall targeted compensation to deviate from those recommendations. Neither the CEO nor other members of management provide a recommendationbe delivered to the Compensation Committee with regard toexecutive officers, factoring in the CEO'sexpected cost of the approved perquisites in its determination of such compensation.evaluates our CEO's performance at the same time it sets the compensationhas authorized limited personal use of the other NEOs. When evaluating the performance of our CEOfractionally-owned or chartered corporate aircraft by Mr. Rodriguez and making decisions about his compensation, the Compensation Committee considers overall Company performance as part of the assessment of our CEO's performance, in addition to the achievement of specific objectives to determine his compensation.Mr. Staffieri. The Compensation Committee also considersbelieves that access to an aircraft for personal travel enables them to maximize their work hours, particularly in light of their demanding business travel schedules, and allows them greater time to attend to Company matters.self-assessment preparedsignificant amount of the total compensation earned by our CEO. As partexecutive officers is in the form of this self-assessment, our CEO reviews with the Compensation Committee the overall annualequity, we have a management objectives ofshare ownership policy to ensure that executive officers accumulate a meaningful ownership stake in the Company and his participationover time by retaining a specified financial interest in the attainment, or level of responsibility for the shortfall, of such objectives. Approximately every other year, the Compensation Committee engages an outside independent consultantour Common Stock. Our current policy applies to conduct an in-depth analysis of our CEO's performance as a manager during the year. The most recent assessment took place in 2015. This evaluation involves a rigorous assessment of our CEO'sperformance by members of the senior management team. This assessment is reviewed by the Board and the Compensation Committeeall executive officers and is one of the many factors considered when making compensation decisions. As further described below, the Compensation Committee's independent compensation consultant provides the Compensation Committee with an analysis of comparative market data on the cash, stock-based compensation and total compensation for senior executives, including the CEO, at a group of comparable companies withinsimilar to our industry. The compensation package for our CEO is approved by the independentshare ownership policy that applies to all non-employee members of the Board afteras described above under the Compensation Committee's recommendationheading "Corporate Governance — Non-Employee Director Share Ownership Policy," except that the in-the-money value of vested but unexercised stock options and SSARs will count towards the ownership requirements applicable to our executive officers to reflect that the executives are able to exercise such SSARs and options at any point and are subject to the risk of fluctuations in stock price, similar to the Company's other stockholders. The chart below shows the salary multiple guidelines for approval. Rolethe NEOs. As of Independentthe Record Date, each NEO was in compliance with our stock ownership policy. Restrictions and limitations with respect to hedging and pledging of Company securities by our executive officers are described under the heading "Corporate Governance—Insider Trading Policy— Hedging and Pledging."Named Executive Officer Guideline Compliant with Guidelines Javier J. Rodriguez 6x base salary [__] Michael D. Staffieri 3x base salary [__] Joel Ackerman 3x base salary [__] Kathleen A. Waters 3x base salary [__] James O. Hearty 3x base salary [__] ConsultantThe Compensation Committee has selecteddirectly retainslong-term incentive and equity-based compensation from executive officers and non-employee members of the servicesBoard in certain circumstances in which the Company had to restate all or a portion of Compensia, an independent nationalits financial statements.consulting firm.(net of any unreturnable taxes) paid to such person during the one-year period prior to the disclosure of such financial statement restatement which was awarded on the basis of the erroneous results and which is greater than the amount such person would have received had the Company’s financial statements been correctly reported. The Compensation Committee has the sole authority to retaincause other NEOs to do the same if they served during such one-year period.replace Compensia in its discretion. Compensia does not provide consulting services to the Company and may not provide such services without prior approvalintentional misconduct of an executive officer or member of the chair of the Compensation Committee. Accordingly, Compensia only provides compensation consulting servicesBoard was a significant contributing factor to a restatement, the Compensation Committee (or the Board, as applicable) has the authority to require the repayment of certain bonuses and worksincentive-based compensation, and the cancellation of, or reimbursement of amounts received with respect to, certain equity awards.Company's“significant misconduct” by a domestic Senior Vice President or above of the Company as another possible triggering event for the recoupment of certain compensation, including through the cancellation of, or reimbursement of amounts received with respect to, certain equity awards. The maximum amount of compensation that may be subject to the recoupment policy in this case is an amount equivalent to up to three years of a covered executive’s annual incentive compensation, and such compensation is generally at risk for a period of three years from the date of such misconduct.52 Compensation Committee Report onlythe Compensation Discussion and Analysis set forth in this Proxy Statement.matters for whichthe Compensation Committee’s review and discussion with management, the Compensation Committee provides direction and is responsible. The Compensation Committee has assessed the independence of Compensia pursuantrecommended to the rules of the SEC and NYSE and concludedBoard that Compensia's work for the Compensation Committee does not raise any conflicts of interest. The Compensation Committee periodically seeks input from Compensia on a range of external market factors, including evolving compensation trends, appropriate peer companiesDiscussion and market survey data. Compensia also provides general observations onAnalysis be included in the Company's compensation program, but it does not determine or recommend the amount or form of compensationCompany’s Proxy Statement for the NEOs.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 49Tablethe Company’s Annual Report on Form 10-K for the year ended December 31, 2022.Contents1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a filing.Risk Considerations in Our Compensation Program We evaluate the overall competitiveness of our executives' total direct compensation each year in order to assist in executive retention. In 2014 and 2015, the Compensation Committee retained Compensia to perform a comprehensive market analysis of our executive compensation programs and pay levels and based upon the recommendation of Compensia adopted a revised comparator peer group in late 2014 to be used to evaluate 2014 bonus payouts and 2015 compensation decisions.Compensia provided the Compensation Committee with an analysis of comparative market data on the cash, stock-based compensation and total compensation for senior executives at the companies within our comparator peer group. In addition to public executive compensation data, the Compensation Committee reviewed the compensation practices of our comparator peer group for purposes of benchmarking and understanding the general compensation practices of our peers. Our comparator peer group consists of the following companies, which are all in the health care services, diagnostics, managed care and solutions markets: 1-Year
TSR2 3-Year
Compound
Annual
TSR2Market
Capitalization
(in millions)2Net Income
for Last 4
Quarters
(in millions)3Revenue for
Last 4
Quarters
(in millions)3 -13.6% 5.9% $55,740 $4,423 $20,405 11.9% 29.7% $35,593 $2,390 $60,227 -1.7% 28.4% $34,089 $2,560 $79,156 -3.1% 2.0% $20,044 $968 $9,968 13.7% 42.2% $7,468 $355 $22,760 -54.4% -17.6% $2,422 $158 $19,437 -1.7% 22.7% $27,744 $2,129 $39,678 -2.1% 7.9% $11,381 $437 $8,680 7.9% 24.1% $3,075 $143 $14,178 -5.6% 6.5% $9,391 $709 $7,493 -35.9% -11.3% $2,671 $(140 ) $18,634 6.0% 23.0% $52,775 $1,975 $16,965 10.2% 26.1% $11,072 $681 $9,042 4.3% 14.4% $3,352 $119 $13,890 ��� 7.4% 25.6% $32,503 $2,091 $22,171 -1.7% 18.6% $11,227 $695 $17,800 -5.0% 6.0% $4,381 $207 $10,949 -10.6% 5.2% $14,079 $270 $13,782 18% 22% 56 % 27 % 31 % 1The Company's peer group was compiled by Compensia and approved by the Compensation Committee. The following companies were deleted from the Company's 2014 peer group in late 2015 due to differences in size and/or business model or the peer group company ceasing to be an independent publicly-traded company: Catamaran, Health Net, HealthSouth, Humana, MEDNAX and Omnicare. These companies, however, were included in the Company's peer group at the beginning of the year to evaluate initial 2015 compensation decisions.2Data as of January 29, 2016.3Financial data generally publicly available as of January 29, 2016.4Added to the Company's comparator peer group in late 2015.Our 2015 comparator peer group includes a diverse representation of various health care services, diagnostics, managed care, and solutions markets because we compete in these broad industry groups for executive talent. The Compensation Committee, in conjunction with Compensia, reviews the composition ofthis group annually and makes adjustments to the composition of the group as it deems appropriate in order to provide a fairly consistent measure for comparing executive compensation. We believe that our comparator peer companies are comparable to us in their size, as measured by market capitalization, net50Compensation Discussion and Analysisincome and revenues. Compensation paid by this comparator peer group is representative of the compensation we believe is required to attract, retain and motivate our executive talent.The Compensation Committee considered the comparator peer group together with market data information analysis from Compensia and other factors, in determining 2015 base salary amounts and LTI program awards granted in April and June 2015, respectively. The comparator peer group together with market data and analysis from Compensia and other factors were considered by the Compensation Committee in determining 2016 base salary amounts and 2015 performance bonuses, and will be used in determining LTI program awards expected to be granted in 2016.The Compensation Committee considered Compensia's analysis (based on publicly disclosed compensation practices) of the compensation of executives serving in similar positions at comparable companies to obtain a general understanding of current compensation practices in our industry. The analysis provided by Compensia was used to provide context for the compensation decisions made by the Compensation Committee, but the Compensation Committee's decisions were not directly related to or otherwise based upon the comparative data. Instead, the Compensation Committee used this comparative data as one of many factors considered to set the compensation for our NEOs. The Compensation Committee also used the analysis as a tool to assess how well the Company is implementing its core compensation objective of awarding compensation weighted heavily in favor of variable compensation tied to performance.In approving executive compensation, the Compensation Committee considered the Company's market capitalization, which is at the 56th percentile of ourcomparator peer group, and the Company's size, in terms of net income and revenue, which is at the 27th and 31st percentiles, respectively, of our comparator peer group. The Compensation Committee also considered each NEO's roles and responsibilities within the Company, individual performance, Company performance and internal pay equity in addition to the results of the competitive pay analysis. Risk Considerations in Our Compensation Programa reviewreviews of the Company'sCompany’s material compensation policies and practices applicable to its employees, including its executive officers.teammates. Based on this review, the Compensation Committee concluded that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The key features of the executive compensation program that support this conclusion include:•••are capped and are not linked solely to any one specific goal;• are limited to 3x base salary and target bonus;•havewith meaningful vesting requirements and, in some cases, holding requirements;•Board;•stockBoard under certain circumstances; and•oversight.oversight; andWe are committed to strong governance standards with respect to our compensation program, procedures–no hedging transactions and practices. We believe that the following aspects of our compensation program are indicative of this commitment. Management Share Ownership PolicyWe have a share ownership policy that applies to members of our management team at the executive level. The management share ownership policy is similar to our share ownership policy that applies to all non-employee membersrestricted pledging transactions involving equity securities of the Board described onpage 15 of this Proxy Statement. The purpose of the policy is to ensure that our executive officers accumulate a meaningful ownership stake in the Company over time by retaining a specified financial interest in our common stock. Both shares owned directlyexecutives and shares underlying vested but unexercised stock appreciation rights, restricted stock units, and stock options are included inContinues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 51the determination of whether the share ownership guidelines are met. The total net realizable share value retained must have a current market value of not less than the lower of 25% of the total equity award value in excess of $100,000 realized to date by the executive (since promotion to Vice President); or a specific multiple of the executive's base salary. The salary multiple requirement for our current NEOs is 5.0 for Mr. Thiry, and 3.0 for Mr. Rodriguez, Mr. Kogod, and Mr. Staffieri. Mr. Hilger is not subject to the requirements under this policy because he is serving as our chief financial officer on an interim basis. As of December 31, 2015, all of the NEOs met or exceeded the guidelines under our share ownership policy. Policy Regarding Clawback of Bonuses and Incentive CompensationIn 2010, the Board adopted a clawback policy that permits the Board to recover annual bonuses and longer-term incentive and equity-based compensation from executive officers and non-employee members of the Board whose fraud or intentional misconduct was a significant contributing factor to the Company having to restate all or a portion of its financial statements. In December 2014, the policy was further amended to add significant misconduct as another possible clawback triggering event, in accordance with the executive financial compensation recoupment requirements under the Corporate Integrity Agreement.This new provision applies to all senior vice presidents and above of the Company's domestic dialysis business, in addition to the executive officers and non-employee members of the Board. The clawback policy allows for the recovery of any bonus or incentive compensation paid to those executive officers or directors, the cancellation of restricted or deferred stock awards and outstanding stock awards granted to those executive officers or directors, and the reimbursement of any gains realized that are attributable to such awards to the fullest extent permitted by law. The policy allows for the foregoing actions to the extent that the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement; the executive officer or director engaged in any fraud or intentional misconduct that was a significant contributing factor to the Company having to restate its financial statements; where the amount of the bonus or incentive compensation that would have been awarded to the officer had the financial results been properly reported would have been lower than the amount actually awarded; and, where the amount of the bonus or incentive compensation that was awarded to the officer would not have been awarded had any significant misconduct been known. The Company will not seek to recover bonuses or incentive or equity-based compensation paid or vested more than three years prior to the date the applicable restatement is disclosed or the significant misconduct is discovered.Executive Compensation matters,information for our NEOs for the Compensation Committee considers the anticipated tax treatment of various paymentsfiscal years ended December 31, 2022, 2021 and benefits to the Company and, when relevant, to its executives. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction 2020.Name and Principal Position Year
($)
Awards2
($)
Incentive
Plan
Compensation4
($)
Compensation5
($)Total
($)2022 1,200,000 — — — 1,173,805 610,776 2,984,581 2021 1,200,000 — — — 1,743,799 354,640 3,298,439 2020 1,246,154 — — 68,496,958 3,282,480 406,773 73,432,365 2022 700,000 — 1,985,362 1,524,421 489,085 3,840 4,702,708 2021 700,000 — 1,893,770 1,416,602 726,583 3,865 4,740,820 2020 726,923 — 1,634,521 1,590,167 1,283,325 3,840 5,238,776 2022 800,000 — 2,978,226 2,286,561 684,720 169,176 6,918,683 2021 800,000 — 2,840,778 2,124,886 1,017,216 157,805 6,940,685 2020 796,154 — 2,451,795 2,385,261 1,954,155 132,118 7,719,483 2022 650,000 — 1,896,006 558,922 423,874 3,840 3,532,642 2021 642,308 — 1,828,766 519,415 629,705 3,840 3,624,034 2020 633,462 — 2,189,681 530,056 859,300 3,840 4,216,339 2022 500,000 — 689,414 203,219 264,446 3,840 1,660,919 2021 500,000 — 664,963 188,870 387,511 4,068 1,745,412 2020 519,231 — 556,353 185,529 547,080 3,840 1,812,033 compensation in excess of $1 million paid to the chief executive officer and the three other most highly compensated NEOs employed at the end of the year (othereach NEO is higher than the chief financial officer), such executives are referredNEO's base salary amount due to as "covered employees."Certain compensation is specifically exempt from the deduction limit to the extent that it is "performance-based" as defined in Section 162(m). While the Compensation Committee recognizes the desirability of preserving and strives to maintain the deductibility ofpayments made to the NEOs, the Compensation Committee believes that it must maintain flexibility in its approach in order to structure a program that it believes to be the most effective in attracting, motivating and retaining the Company's key executives. Accounting for Stock-Based CompensationThe Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires the Company to recognize compensation expense for share-based payments (including SSARs, RSUs, PSUs and other forms of equity compensation). FASB ASC Topic 718 is taken into account by the Compensation Committee in determining to issue various types of equity awards, considering the natural economic exchange ratios implied by their approximate respective fair values.52 Compensation Committee ReportThe Compensation Committee of the Board is currently composed of four independent directors. The Compensation Committee oversees the Company's compensation program on behalf of the Board. The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis set forth in this Proxy Statement with management.Based on the Compensation Committee's review and discussion with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included27 pay periods in the Company's Proxy Statement for the Company's 2016 annual meeting of stockholdersyear. For comparative purposes, 2022 and the Company's annual report on Form 10-K.Pamela M. Arway, ChairPaul J. DiazPeter T. GrauerRoger J. ValineThe information contained above under the caption "Compensation Committee Report" will not be considered "soliciting material" or to be "filed" with the SEC, nor will that information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a filing.DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 53 Executive Compensation 2015 Summary Compensation TableName and Principal Position Year Salary
($)Bonus1
($)Stock Awards2
($)Option Awards3
($)Non-Equity
Incentive
Plan
Compensation4
($)All Other
Compensation5
($)Total
($) Kent J. Thiry 2015 1,200,000 — 3,720,140 3,422,476 2,225,186 471,020 11,038,822 Chairman of the Board of Directors, 2014 1,200,000 — 4,905,159 4,558,730 2,610,000 517,134 13,791,023 Chief Executive Officer and Chief Executive Officer, HealthCare Partners 2013 1,148,077 — — 12,272,760 3,000,000 678,420 17,099,257 Javier J. Rodriguez 2015 800,000 — 967,239 889,850 9,013,661 164,816 11,835,566 Chief Executive 2014 800,000 — 1,376,459 1,279,239 8,142,500 151,140 11,749,338 Officer, Kidney Care 2013 765,385 — — 3,780,980 1,600,000 13,245 6,159,610 Michael D. Staffieri 2015 583,270 3,415 278,994 770,053 4,859,672 64,719 6,560,123 Chief Operating Officer, Kidney Care 2014 515,385 38,363 450,495 418,657 3,392,500 29,981 4,845,381 Dennis L. Kogod 2015 800,000 — — — 5,150,000 120,441 6,070,441 President, 2014 800,000 200,000 667,422 1,860,796 6,142,500 104,792 9,775,510 HealthCare Partners and Chief Executive Officer, International 2013 800,000 — — 2,970,770 1,100,000 90,042 4,960,812 James K. Hilger 2015 366,635 195,000 125,059 114,082 309,375 360 1,110,511 Interim Chief Financial Officer, 2014 350,000 225,000 124,953 116,302 1,092,500 336 1,909,091 and Chief Accounting Officer 2013 350,000 300,000 — 189,049 — 544 839,593 Garry E. Menzel 2015 188,308 — — — — 510,204 698,512 Former Chief Financial Officer 2014 510,000 44,548 — — — 480 555,028 2013 147,115 66,484 — 1,624,716 — 45 1,838,360 1for 2015 represent annual performance bonuses for non-STIP participants, namely Mr. Hilger, discretionary bonuses, including relocation bonuses, earned with respect to 2015. The cash component of our 2015 short-term incentive program (the "2015 STI program") under the DaVita HealthCare Partners Inc. 2011 Incentive Award Plan is included in the "Non-Equity Incentive Plan Compensation" column.2The amounts shown in this column reflect restrictedRSU and performance stock unitPSU awards and represent the aggregate grant date fair value of all such awards granted to the executiveNEO during the year as estimated by the Company in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718.718"). In accordance with SEC rules, the amounts included in the Stock Awards column for the performance stock unit2022 PSU awards granted during 2015 are calculated based on the most probable outcome of the performance conditions for such awards on the grant date. If the most probable outcome of the performance conditions as of the grant date had been maximum performance, then the grant date fair value of thesuch PSUs would have been as follows: Mr. ThiryAckerman — $5,137,787; Mr. Rodriguez — $1,191,700; and$3,970,725; Mr. Staffieri — $343,750.$5,956,453; Ms. Waters — $2,912,059; and Mr. Hearty — $1,058,886. See Note 1918 to the Consolidated Financial Statements included in our Annual Report on2022 Form 10-K for the year ended December 31, 2015 for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.shownreported in this column reflect SSAR awards and represent the aggregate grant date fair value of all suchSSAR awards granted to the executiveNEOs during the year as estimated by the Company in accordance with FASB ASC Topic 718. See Note 1918 to the Consolidated Financial Statements included in our Annual Report onthe 2022 Form 10-K for the year ended December 31, 2015 for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.4For 2013,shown in this column constitute amounts earned under the Company's expired employee incentive program (EIP). For 2014 and 2015, the amounts shownreported in this column represent amounts earned for performance periods ending in 2014 and 2015,2022, 2021, and 2020, respectively. For 2015, these amounts include the 2015 STI program and 2013 Cash LTI program. In early 2016, Messrs. Rodriguez, Staffieri, Kogod and Hilger received payouts under the 2013 long-term cash-based performance awards and the 2015 Supplemental STI program which was put in place in early 2015 to make their incentive award opportunity tied to 2015 operating results in the dialysis and related lab services operating segment comparable to that of other non-NEO executives, while maintaining the additional discipline of negative discretion by the Compensation Committee, all granted under the Company's 2011 Incentive Award Plan. As a result of these two performance-based cash awards, Mr. Rodriguez earned $7,313,661 for performance at the 221.6% payout level, Mr. Kogod earned $4,950,000 for performance at the 150% payout level as the Compensation Committee exercised negative discretion to reduce the payout, Mr. Staffieri earned $3,839,672 for54Executive Compensationperformance at the 221.6% payout level, all as a result of adjusted operating income achieved for the dialysis and related lab services operating segment of $1,857 million for fiscal year 2015 compared to a target of $1,669 million at the 100% payout level.2015 STI Program 2015 Supplemental STI Program 2013 Cash LTI Program Total Non-Equity
Incentive Plan
Compensation $2,225,186 — — $2,225,186 $1,700,000 $2,363,661 $4,950,000 $9,013,661 $1,020,000 $1,240,922 $2,598,750 $4,859,672 $200,000 — $4,950,000 $5,150,000 — — $309,375 $309,375 — — — — iswas granted or paid. Please see "Compensation Discussion and Analysis — Elements of Compensation — Short-Term Incentive Program (STI Program)For 2020 through 2022, these amounts represent payouts with respect to the STI Programs for 2015" in this Proxy Statement for a discussion of the performance criteria under the 2015 STI program.Amounts included The amounts reported in this column are set forth by category below. The amounts disclosed, otherOther than the use of a fractionally-owned or chartered corporate aircraft, the amounts disclosed are the actual or share of actual costs to the Company of providing these benefits. Because aWith respect to the personal use of fractionally-owned or chartered corporate aircraft, is used primarily for business purposes, we do not include inthe incremental cost the fixed costs that do not change based on usage. The incremental cost to us of personal use of a fractionally-owned or chartered corporate aircraft, including use for commuting,cost is calculated based on the variable operating costs related to the operation of the aircraft, including fuel costs and landing fees, trip-related repairs and maintenance, catering and other miscellaneous variable costs. Fixedcosts, and excludes fixed costs that do not change based on usage as the fractionally-owned or chartered corporate aircraft is used primarily for business purposes. Occasionally, a spouse or other guest may accompany NEOs on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers and, in such instances, the value of such spouse or guest usage is included in such NEO's personal income in accordance with applicable tax regulations. In those cases, there is no aggregate incremental cost to the Company and, as pilot salaries, training, utilities, depreciation, management fees, taxes and general repairs and maintenance are excluded.a result, no amount is reflected in the 2022 Summary Compensation Table. The value of the personal use of a fractionally-owned or chartered corporate aircraft by our NEOs is included in their personal income in accordance withExecutive Compensation Year Aircraft
Usage*
($)Life
Insurance
Premiums
($)Termination
Benefits
($)Total All Other
Compensation
($) 2015 $469,867 $1,153 — $471,020 2015 $164,336 $480 — $164,816 2015 $64,239 $480 — $64,719 2015 $119,879 $562 — $120,441 2015 — $360 — $360 2015 — $204 $510,000 $510,204 *For purposes Amounts reported in the "Other Personal Benefits" column below for Messrs. Rodriguez and Staffieri are solely for use of calculatingfractionally-owned or chartered corporate aircraft, except the incremental costsamount reflected for Mr. Rodriguez also includes $828 attributable to the Company of each NEO'sgifts and personal use of Company aircraft, the total cost of the flight is allocated to personal use based upon the relative ratio of personal mileage to total mileage. Costs for fuel, ground costs, catering costs, landing fees, domestic passenger fees and federal excise tax charges are also included, if applicable.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 55
sporting event tickets.Name Year Other Personal Benefits
($)Life Insurance Premiums
($)Company Contribution
to Defined Contribution Plan
($)Total All Other
Compensation
($)Javier J. Rodriguez 2022 $ 606,600 $ 576 $ 3,600 $ 610,776 Joel Ackerman 2022 $ — $ 240 $ 3,600 $ 3,840 Michael D. Staffieri 2022 $ 165,240 $ 336 $ 3,600 $ 169,176 Kathleen A. Waters 2022 $ — $ 240 $ 3,600 $ 3,840 James O. Hearty 2022 $ — $ 240 $ 3,600 $ 3,840 56 Executive Compensation under the Company's equity compensation plans during 2015. 2015 Grants of Plan-Based Awards Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards Estimated Future Payouts
Under Equity
Incentive Plan Awards4 Grant
Date1 Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) All Other
Options
Awards:
Number of
Securities
Underlying
Options (#)5 Exercise
or Base
Price of
Option
Awards
($/Sh) Grant Date
Fair Value
of Stock
and Option
Awards
($)6 —1 — 2,225,186 3,600,000 — — — — — — — 6/2/2015 — — — 36,243 48,323 65,236 — — — 3,720,140 6/2/2015 — — — — — — — 179,041 $83.82 3,422,476 —1 — 1,700,000 2,000,000 — — — — — — — —2 — 2,363,661 8,250,000 — — — — — — — 6/2/20153 2,275,000 4,550,000 10,000,000 — — — — — — — 6/2/2015 — — — 9,424 12,564 15,077 — — — 967,239 6/2/2015 — — — — — — — 46,551 $83.82 889,850 —1 — 1,020,000 1,200,000 — — — — — — — —2 1,240,922 4,331,250 — — — — — — — 6/2/20153 1,312,500 2,625,000 10,000,000 — — — — — — — 6/2/2015 — — — 2,719 3,624 4,349 — — — 278,994 6/2/2015 — — — — — — — 40,284 $83.82 770,053 —1 — 200,000 2,000,000 — — — — — — — —2 — — 8,250,000 — — — — — — — 6/2/20153 125,000 250,000 1,000,000 — — — — — — — 6/2/2015 — — — — — — 1,492 — — 125,059 6/2/2015 — — — — — — — 5,968 $83.82 114,082 Dr. Garry E. Menzel7 — — — — — — — — — — — Estimated Future Payouts
Under Non-Equity
Incentive Plan AwardsEstimated Future Payouts
Under Equity
Incentive Plan Awards Name Grant
DateApproval Date Threshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)All Other Stock Awards:
Number of Shares of Stock or Units (#)All Other Options Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Javier J. Rodriguez — — 1 $ — $ 1,800,000 $ 3,600,000 — — — — — — $ — Joel Ackerman — — 1 $ — $ 750,000 $ 1,500,000 — — — — — — $ — 3/15/2022 3/8/2022 2 $ — $ — $ — 8,136 16,270 32,540 — — — $ 1,985,362 3/15/2022 3/8/2022 3 $ — $ — $ — — — — — 43,388 $110.63 $ 1,524,421 Michael D. Staffieri — — 1 $ — $ 1,050,000 $ 2,100,000 — — — — — — $ — 3/15/2022 3/8/2022 2 $ — $ — $ — 12,204 24,406 48,812 — — — $ 2,978,226 3/15/2022 3/8/2022 3 $ — $ — $ — — — — — 65,080 $110.63 $ 2,286,561 Kathleen A. Waters — — 1 $ — $ 650,000 $ 1,300,000 — — — — — — $ — 3/15/2022 3/8/2022 2 $ — $ — $ — 5,967 11,932 23,864 — — — $ 1,456,030 3/15/2022 3/8/2022 4 $ — $ — $ — — — — 3,977 — — $ 439,976 3/15/2022 3/8/2022 3 $ — $ — $ — — — — — 15,908 $110.63 $ 558,922 — 5 $ — $ 1,000,000 $ — — — — — — — $ — James O. Hearty — — 1 $ — $ 400,000 $ 800,000 — — — — — — $ — 3/15/2022 3/8/2022 2 $ — $ — $ — 2,170 4,339 8,678 — — — $ 529,443 3/15/2022 3/8/2022 4 $ — $ — $ — — — — 1,446 — — $ 159,971 3/15/2022 3/8/2022 3 $ — $ — $ — — — — — 5,784 $110.63 $ 203,219 2015 short-term incentive program (20152022 STI program)Program under the Company's 2011DaVita Inc. 2020 Incentive Award Plan.Plan (the "2020 Plan"). The amount in the "Maximum"“Maximum” column represents the maximum amount the executiveNEO was eligible to earn under the 20152022 STI Program if all performance criteria were achieved at their highest payout level. Since 2015 is now complete, theThe amount in the "Target"“Target” column represents the payout amountsamount the NEO was eligible to earn under the 2022 STI Program if all performance criteria were achieved at their target payout level.2015 STI program, considering both the formulaic criteria and any further negative discretion the Committee applied thereunder. Since the Committee may use discretion to reduce amounts awarded to zero, there are no fixed threshold amounts under the 2015 STI Program. Accordingly this table reflects a zero amount in the "Threshold" column.2Represents applicable amounts for our 2015 Supplemental STI Program as described in further detail beginning on page 42.3Represents long-term cash-based performance awards granted in June 2015 (2015 cash LTI program awards) under the Company's 2011 Incentive Award Plan. For a description of these 2015 cash LTIP awards, see "Compensation Discussion and Analysis — Elements of Compensation — Long-term Incentive Program (LTI Program) for 2015" in this Proxy Statement.4This number represents performance stock unit awards awarded under the Company's 2011 Incentive Award2020 Plan. The PSU awards above vest 50% each on June 2, 2018March 15, 2025 and June 2, 2019,March 15, 2026, subject to the NEO'sNEO’s continued employmentemplo"Compensationthe subsection titled “Compensation Discussion and Analysis — Elements of CompensationWhat We Pay and Why — Long-Term Incentive Program (LTI Program) for 2015 — Equity Awards — Performance Stock Units"2022” in this Proxy Statement.5Company's 2011 Incentive Award2020 Plan. The SSARs vest 50% each in the thirdon March 15, 2025 and fourth years from the date of grant,March 15, 2026, subject to the NEO's continued employment. For a description of the SSARs, see "Compensationthe subsection titled “Compensation Discussion and Analysis — Elements of CompensationWhat We Pay and Why — Long-Term Incentive Program (LTI Program) for 2015 — Equity Awards — Stock-settled Stock Appreciation Rights"2022” in this Proxy Statement.performance stock unit awards arePSUs represent the aggregateaggregate grant date fair values of each award determined pursuant to FASB ASC Topic 718 and, in the case of the performance stock unit awards,PSUs, are based upon the probable outcome of the applicable performance conditions on the grant date. All SSARs granted have a five-year term. See Note 1918 to the Consolidated Financial Statements included in our Annual Report on2022 Form 10-K for the year ended December 31, 2015 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.7Mr. Kogod received no LTI program awards during the year ended December 31, 2015 and Dr. Menzel received no grants of plan-based awards for the year ended December 31, 2015.56 of ContentsExecutive Compensationatas of December 31, 2015. 2015 Outstanding Equity Awards at Fiscal Year-End Option Awards Stock Awards Name Grant
Date Number
of Securities
Underlying
Unexercised
Options (#)
Exercisable Number
of Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number
of Shares
or Units of
Stock That
Have
Not Vested
(#) Market Value
of Shares or
Units of Stock
That Have
Not Vested1
($) Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other
Rights that
Have Not
Vested
(#)2 Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
that Have Not
Vested
($)1 12/18/2012 500,000 500,000 4 $55.34 12/18/2017 — — — — 3/20/2013 — 900,000 3 $59.52 3/20/2018 — — — — 4/24/2014 — 282,339 3 $69.38 4/24/2019 — — — — Kent J. Thiry 6/2/2015 — 179,041 83.82 6/2/2020 — — — — 12/18/2012 — — — — 72,064 5 5,023,581 5 — — 4/24/2014 — — — — — — 63,022 2 4,393,264 6/2/2015 — — — — — — 48,323 8 3,368,596 4/13/2011 216,667 3 — $43.35 4/13/2016 — — — — 12/8/2011 80,000 6 — 6 $36.96 12/8/2016 — — — — 12/18/2012 56,250 4 56,250 4 $55.34 12/18/2017 — — — — 3/19/2013 — 280,000 3 $58.94 3/19/2018 — — — — Javier J. Rodriguez 4/24/2014 — 79,228 3 $69.38 4/24/2019 — — — — 6/2/2015 — 46,551 3 $83.82 6/2/2020 — — — — 12/18/2012 — — — — 14,063 5 980,332 5 — — 12/18/2012 — — — — 22,403 5 1,561,713 5 — — 4/24/2014 — — — — — — 17,685 2 1,232,821 6/2/2015 — — — — — — 12,564 8 875,836 3/29/2011 40,000 3 — $41.51 3/29/2016 — — — — 8/9/2011 36,668 7 3,332 7 $37.19 8/9/2016 — — — — 12/18/2012 12,600 3 12,600 3 $55.34 12/18/2017 — — — — 3/19/2013 — 50,800 3 $58.94 3/19/2018 — — — — Michael D. Staffieri 4/24/2014 — 25,929 3 $69.38 4/24/2019 — — — — 6/2/2015 — 40,284 3 $83.82 6/2/2020 — — — — 12/18/2012 — — — — 1,350 5 94,109 5 — — 12/18/2012 — — — — 3,584 5 249,841 5 — — 4/24/2014 — — — — — — 5,788 2 403,481 6/2/2015 — — — — — — 3,624 8 252,629 4/13/2011 250,000 3 — $43.35 4/13/2016 — — — — 12/18/2012 56,250 4 56,250 4 $55.34 12/18/2017 — — — — Dennis L. Kogod 3/19/2013 — 220,000 3 $58.94 3/19/2018 — — — — 4/24/2014 — 115,246 3 $69.38 4/24/2019 — — — — 12/18/2012 — — — — 36,466 5 2,542,045 5 — — 4/24/2014 — — — — — — 8,575 2 597,763 12/18/2012 20,000 4 20,000 4 $55.34 12/18/2017 — — — — 3/19/2013 — 14,000 3 $58.94 3/19/2018 — — — — 4/24/2014 — 7,203 3 $69.38 4/24/2019 — — — — James K. Hilger 6/2/2015 — 5,968 3 $83.82 6/2/2020 — — — — 12/18/2012 — — — — 3,983 5 277,655 5 — — 4/24/2014 — — — — 1,801 9 125,548 9 — — 6/2/2015 — — — — 1,492 10 104,007 10 — — Dr. Garry E. Menzel
No Awards Outstanding
at 12/31/2015 — — — — — — — — Stock Awards Name Grant
DateNumber of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)
Plan Awards:
Market or Payout Value of Unearned
Shares, Units
or Other Rights
that Have Not
Vested1 ($)Javier J. Rodriguez 5/15/2018 88,213 — $66.29 5/15/2023 — — — — 1/23/2020 1,250,000 2 1,250,000 2 $67.80 11/4/2024 — — — — 5/15/2019 — — — — 34,847 5 $2,602,025 — — 5/15/2019 — — — — 52,270 6 $3,903,001 8,711 8 $650,450 Joel Ackerman 5/15/2018 56,306 — $66.29 5/15/2023 — — — — 6/20/2019 55,000 3 55,000 3 $52.41 6/20/2024 — — — — 3/15/2020 — 78,999 3 $75.95 3/15/2025 — — — — 3/15/2021 — 44,065 3 $108.93 3/15/2026 — — — — 3/15/2022 — 43,388 3 $110.63 3/15/2027 — — — — 5/15/2019 — — — — 14,935 5 $1,115,196 — — 5/15/2019 — — — — 22,400 6 $1,672,608 3,733 8 $278,743 3/15/2020 — — — — 8,343 7 $622,972 8,640 9 $645,149 3/15/2021 — — — — — — 11,361 10 $848,326 3/15/2022 — — — — — — 16,270 11 $1,214,881 Michael D. Staffieri 5/15/2018 243,994 — $66.29 5/15/2023 — — — — 6/20/2019 100,000 4 100,000 4 $52.41 6/20/2024 — — — — 3/15/2020 — 118,499 3 $75.95 3/15/2025 — — — — 3/15/2021 — 66,097 3 $108.93 3/15/2026 — — — — 3/15/2022 — 65,080 3 $110.63 3/15/2027 — — — — 5/15/2019 — — — — 39,825 5 $2,973,733 — — 3/15/2020 — — — — 12,514 7 $934,420 12,961 9 $967,798 3/15/2021 — — — — — — 17,042 10 $1,272,526 3/15/2022 — — — — — — 24,406 11 $1,822,396 Kathleen A. Waters 5/15/2018 33,784 — $66.29 5/15/2023 — — — — 6/20/2019 40,000 3 40,000 3 $52.41 6/20/2024 — — — — 3/15/2020 — 26,333 3 $75.95 3/15/2025 — — — — 3/15/2021 — 16,157 3 $108.93 3/15/2026 — — — — 3/15/2022 — 15,908 3 $110.63 3/15/2027 — — — — 5/15/2019 — — — — 7,468 5 $557,636 — — 5/15/2019 — — — — 11,200 6 $836,304 1,866 8 $139,334 3/15/2020 — — — — 6,583 5 $491,553 — — 3/15/2020 — — — — 5,562 7 $415,315 5,760 9 $430,099 3/15/2021 — — — — 4,039 5 $301,592 — — 3/15/2021 — — — — — — 8,332 10 $622,150 3/15/2022 — — — — 3,977 5 $296,963 — — 3/15/2022 — — — — — — 11,932 11 $890,962 James O. Hearty 5/15/2018 26,276 — $66.29 5/15/2023 — — — — 6/20/2019 25,000 4 25,000 4 $52.41 6/20/2024 — — — — 3/15/2020 — 9,217 3 $75.95 3/15/2025 — — — — 3/15/2021 — 5,875 3 $108.93 3/15/2026 — — — — 3/15/2022 — 5,784 3 $110.63 3/15/2027 — — — — 5/15/2019 — — — — 3,485 5 $260,225 — — 5/15/2019 — — — — 5,226 6 $390,225 871 8 $65,038 3/15/2020 — — — — 2,304 5 $172,040 — — 3/15/2020 — — — — 1,946 7 $145,308 2,016 9 $150,535 3/15/2021 — — — — 1,469 5 $109,690 — — 3/15/2021 — — — — — — 3,030 10 $226,250 3/15/2022 — — — — 1,446 5 $107,973 — — 3/15/2022 — — — — — — 4,339 11 $323,993 $69.71$74.67 per share closing price of our common stockCommon Stock on December 31, 2015,30, 2022, the last trading day of the year, as reported by the NYSE.PSUsSSARs vest 50% each on May 15, 2017November 4, 2022 and May 15, 2018, subject to achievement of the performance conditions for PSUs. The amounts listed here are the target number of PSUs awarded.November 4, 2023.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 57 remaining SSARs vest 50% each on April 1, 2015the second and 50% on April 1, 2016. remaining RSUs vest 50% on May 15, 2015 and 50% on May 15, 2016.6These SSARs vest 33%each on the second, third and fourth anniversaries of the grant date.7SSARsPSUs vest 50%100% on May 15, 2023.second anniversaryshares that may be earned upon achievement of the target Relative TSR performance criterion.58 8.33% every three months thereafter.8These performance stock units vest 50% each71.4% on June 2, 2018 and June 2, 2019,March 15, 2024, subject to the achievement of the performance conditions for the PSUs. The amounts listed here arereflect the shares that may be earned upon achievement of the threshold Adjusted Earnings per Share performance criterion and target Relative TSR performance criteria.number of shares awarded.9These RSUs vest 50% each on May 15, 2017performance criteria.May 15, 2018.10These RSUs vest 50% each on June 2, 2018 and June 2, 2019.58Executive CompensationstockSSARs (which are treated as options and SSARsfor this table) and the vesting of stock awards held by each of the NEOs during 2015. 2015 Option Exercises and Stock Vested Option Awards Stock Awards Number of
Shares
Acquired on
Exercise
(#)Value
Realized on
Exercise
($)1 Number of
Shares
Acquired on
Vesting
(#)Value
Realized on
Vesting
($)2 1,000,000 $33,919,985 72,064 $5,871,775 48,000 $1,980,165 36,466 $2,972,001 217,000 $8,657,189 4,934 $402,022 — — 36,466 $2,971,250 17,500 $679,299 3,983 $324,535 — — — — Stock Awards Name Number of Shares Acquired on Exercise (#) Number of Shares Acquired on Vesting (#) Javier J. Rodriguez 25,798 $ 2,494,759 178,037 $ 17,812,602 Joel Ackerman — $ — 67,388 $ 6,742,169 Michael D. Staffieri — $ — 39,825 $ 3,984,491 Kathleen A. Waters 6,757 $ 653,403 44,003 $ 4,501,171 James O. Hearty 922 $ 101,320 10,109 $ 1,011,405 marketclosing stock price of our common stock at exercise, as reported by the NYSE, and multiplying the remainder by the number of shares exercised. for our common stock on the date of vesting, as reported by the NYSE.havesponsor or maintain a defined benefit pension plan in which any employee, including the NEOs, can participate to receivethat provides for payments or other benefits at, following, or in connection with retirement.Company'sCompany’s Deferred Compensation Plan, a nonqualified deferred compensation plans. Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($) Aggregate
Earnings in
Last FY
($)1 Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($)
Deferred Compensation Plan
$1,928,077 2 — (32,977 ) — $10,397,128 3
Voluntary Deferral Plan — — (36,520 ) — $573,297 — — — — —
Executive Retirement Plan — — $14,562 — $326,796 — — — — — Name Registrant
Contributions
in Last FY
($)Aggregate Withdrawals/
Distributions
($)Javier J. Rodriguez — — ($237,739) — $1,032,356 Joel Ackerman — — ($357,943) — $1,517,280 — — — — — Kathleen A. Waters $127,162 — ($174,130) — $1,262,781 — — — — — 20152022 Summary Compensation Table because they are not preferential or above market.2This amount is reported in the "Salary" column in the 2015 Summary Compensation Table.3Mr. Thiry deferred $1,928,077 in 2015 into the Deferred Compensation Plan, and $2,076,923 in 2014 and $385,557 in 2013 into the Voluntary Deferral Plan.Mr. Hilger, Dr. MenzelMr. Hearty did not participate in any of the Company'sCompany’s nonqualified deferred compensation plans in 2015.2022 or in any prior years.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 5960 Executive Compensation 20152022 Nonqualified Deferred Compensation Table presents amounts deferred under our Voluntary Deferral Plan and ourDeferred Compensation Plan.which replaced the Voluntary Deferral Plan effective January 1, 2015.Under the Voluntary Deferral Plan,(effective for deferrals in 2015 and later years), participants couldmay defer (i) up to 50% of their base salary, and (ii) all or a portion of their annual bonusincentive payment that is earned in the same year as their base salary but payable in the following year and (iii) all or a portion of their other compensation as determined by the Company for deferrals prior to 2015. year.Deferred Compensation Plan, participants may defer i) up to 50% of their base salary, and (ii) all or a portion of their annual bonus payment that is earned in the same year as their base salary but payable in the following year. Under both plans,plan, deferred amounts are credited with earnings or losses based on the rate of return of one or more investment alternatives selected by the participant from among the investment funds selected by the Company.participants'participants’ accounts under either the Voluntary Deferral Plan or the Deferred Compensation Plan. All participant contributions are irrevocably funded into a rabbi trust for the benefit of those participants. Assets held in the trust are subject to the claims of the Company'sCompany’s general creditors in the event of the Company'sCompany’s bankruptcy or insolvency until paid to the plan participants.benefitsparticipant'sparticipant’s election. Under the Voluntary Deferral Plan, distributions can be made commencing in the first or second year following retirement or in a specified year at least three to four years after the deferral election was effective, and participants can elect to receive distributions in the form of one, five, ten, fifteen or twenty annual installments. Under the Deferred Compensation Plan, distributions can be madeparticipant'sparticipant’s unforeseeable emergency, the plan administrator may, in its sole discretion, authorize the cessation of deferrals by a participant and provide for immediate distribution to a participant in the form of a lump sum cash payment to cover the unforeseeable emergency, or provide for such other payment schedule as the plan administrator deems appropriate.The table also presents amounts deferred under our Executive Retirement Plan. The Executive Retirement Plan was assumed by the Company from Gambro Healthcare, Inc. following our acquisition of Gambro Healthcare in October 2005. Amounts contributed to the plan were based on a percentage of an executive's annual base salary and such contributions were made prior to our assumption of the plan. We did not make any contributions to the Executive Retirement Plan following our assumption of the plan, and effective February 1, 2006, we amended the plan to eliminate the obligation to make further contributions under the plan. All amounts contributed under this plan and currently in deferred accounts are fully vested. Deferred amounts are credited with earnings or losses based on the rate of return of one or more investment alternatives selected by the participant from among the investment funds selected by the Company. Participants may change their investment elections daily. All contributions are irrevocably funded into a rabbi trust for the benefit of plan participants. Assets held in the trust are subject to the claims of the Company's general creditors in the event of the Company's bankruptcy or insolvency until paid to the plan participants. Benefits under the Executive Retirement Plan are distributed upon separation from service from the Company.60Executive CompensationDefinitionsFor purposes of the table below:"Cause" is defined in Mr. Thiry's employment agreement as any of the following: (i) conviction of a felony; (ii) any act of fraud or dishonesty resulting or intended to result directly or indirectly in personal enrichment at the expense of the Company; (iii) repeated failure or refusal by the executive to follow policies established by the Board or written directives of the Board that goes uncorrected for a period of 30 consecutive days after notice of such failure or refusal, and that is material and willful and has a material adverse effect on the Company's business; or (iv) a material breach of the executive's employment agreement that goes uncorrected for a period of 30 consecutive days after written notice has been provided to the executive.Involuntary termination for"Material Cause" occurs if the Company terminates employment for any of the following reasons: (i) conviction of a felony or plea of no contest to a felony; (ii) any act of fraud or dishonesty in connection with the performance of the executive's duties; (iii) repeated failure or refusal by the executive to follow lawful policies or directives reasonably established by the CEO of the Company or his designee that goes uncorrected for a period of 10 consecutive days after written notice has been provided to the executive; (iv) a material breach of the executive's employment agreement; (v) any gross or willful misconduct or gross negligence by the executive in performance of the executives duties; (vi) egregious conduct by the executive that brings the Company or any of its subsidiaries or affiliates into public disgrace or disrepute; (vii) an act of unlawful discrimination, including sexual harassment; (viii) a violation of the duty of loyalty or of any fiduciary duty; or (ix) exclusion or notice of exclusion of the executive from participating in any federal health care program. With respect to Mr. Staffieri's employment agreement, clause "(iv)" also includes a breach of the executive's Noncompetition, Nonsolicitation and Confidentiality Agreement."Material Cause" is defined in the employment agreement of Mr. Kogod as any of the following: (i) conviction of a felony or plea of no contest to a felony; (ii) the adjudication by a court of competent jurisdiction that the executive has committed any act offraud or dishonesty resulting or intended to result directly or indirectly in personal enrichment at the expense of the Company; (iii) repeated failure or refusal by the executive to follow policies or directives reasonably established by the CEO of the Company or his designee that goes uncorrected for a period of 30 consecutive days after written notice has been provided to the executive; (iv) a material breach of the executive's employment agreement that goes uncorrected for a period of 30 consecutive days after written notice has been provided to the executive; (v) any gross or willful misconduct or gross negligence by the executive in the performance of his duties; (vi) egregious conduct by the executive that brings the Company or any of its subsidiaries or affiliates into public disgrace or disrepute; (vii) an act of unlawful discrimination, including sexual harassment; (viii) a violation of the duty of loyalty or of any fiduciary duty; or (ix) exclusion or notice of exclusion of the executive from participating in any federal health care program.Except with respect to Mr. Thiry, as noted below, a"Change of Control" means (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act) becomes the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), (ii) any merger or consolidation or reorganization in which the Company does not survive, (iii) any merger or consolidation in which the Company survives, but the shares of the Company's common stock outstanding immediately prior to such merger or consolidation represent 40% or less of the voting power of the Company after such merger or consolidation, and (iv) any transaction in which more than 40% of the Company's assets are sold. However, despite the occurrence of any of the above-described events, a "Change of Control" will not have occurred if Mr. Thiry remains the CEO of the Company for at least one year after the Change of Control or becomes the CEO or executive chair of the surviving company with which the Company merged or consolidated and remains in that position for at least one year after the Change of Control.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 61"Good Cause" means the occurrence of the following events without the executive's express written consent: (i) the Company materially diminishes the scope of the executive's duties and responsibilities; or (ii) the Company materially reduces the executive's base compensation. Notwithstanding the above, the occurrence of any such condition shall not constitute Good Cause unless the executive provides notice to the Company of the existence of such condition not later than 90 days after the initial existence of such condition, and the Company shall have failed to remedy such condition within 30 days after receipt of such notice.With respect to Mr. Thiry's employment agreement,"Good Reason" means during the employment period, without the written consent of the executive, any one or more of the following (provided that an isolated, insubstantial or inadvertent action not taken in bad faith or failure not occurring in bad faith which is remedied by the Company promptly after receipt of notice thereof given by the executive shall not constitute Good Reason): (i) the assignment to the executive of any duties inconsistent in any material and adverse respect with the executive's then current duties and responsibilities; (ii) the material and adverse change in the executive's titles or positions; (iii) reduction in the executive's base salary or target annual incentive opportunity, unless such reductions are part of an across-the-board reduction that applies to all senior executives of the Company and takes effect prior to a Change in Control (as defined below for Mr. Thiry); or (iv) any material breach by the Company of the employment agreement, that is not corrected within 30 days after notice of such breach.For purposes of the definition of "Good Reason" in Mr. Thiry's employment agreement above, a"Change of Control" means (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 40% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), (ii) consummation of anymerger or consolidation in which the shares of the Company's common stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the corporation resulting from such merger or consolidation, or, if applicable, the ultimate parent corporation of such corporation, (iii) during any twenty-four month period, individuals who, as of the beginning of such period, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the beginning of such period whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a person other than the Board for the purpose of opposing a solicitation by any other person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be deemed a member of the Incumbent Board, (iv) consummation of any transaction in which all or substantially all of the Company's assets are sold, or (v) the approval by the Company's stockholders of a plan of complete liquidation or dissolution of the Company; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if the person acting as the CEO of the Company for the twelve months prior to such transaction continues as the CEO or executive chairman of the Board of Directors of the Company or becomes the CEO or executive chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the "Acquiror") immediately after such transaction and remains the CEO or executive chairman of the Board of Directors of the Company or the Acquiror for not less than twelve months following the transaction, and further provided, that in the event that the person acting as the CEO of the Company for the twelve months prior to such transaction ceases to be CEO or executive chairman of the Board of Directors of the Company or of the Acquiror during the twelve months following the transaction, a Change of Control shall be deemed to have occurred on the date on which such person ceases to be CEO or executive chairman of the Board of Directors of the Company or the Acquiror.62Executive Compensation Severance Payments and BenefitsThe following tables and summary set forth the Company's payment obligations pursuantPursuant to the terms of his employment agreement, if Mr. Rodriguez's employment is terminated by the employment agreementsCompany without cause or he resigns for each of our NEOs, under the circumstances described below, assuming that their employment was terminated on December 31, 2015. Forgood reason (each, a description of the value of stock-based awards held by Messrs. Thiry, Rodriguez, Staffieri, Kogod, and Hilger that are subject to accelerated vesting upon a Change of Control, see "— Accelerated Vesting of Stock-Based Awards" below. Payment of Base
Salary (or multiple
thereof) in effect at
termination for a
specified period
following
termination Bonus1 Continued
Health
Benefits for a
Specified
Period
Following
TerminationOffice and
Secretarial
AssistanceTax
Gross-
Up Total Value — $2,225,186 2 — — — $2,225,186 — $2,225,186 2 — — — $2,225,186 $12,015,000 3 $2,225,186 4 $74,670 5 $308,787 6 — $14,623,643 $6,007,500 8 $2,225,186 4 $74,670 5 $308,787 6 — $8,616,143 $12,015,000 3 $2,225,186 4 $74,670 5 $308,787 6 — $14,623,643 — — — — — — — — — — — — $1,200,000 9 $2,000,000 10 — — — $3,200,000 $1,200,000 9 $2,000,000 10 — — — $3,200,000 $1,600,000 11 $2,000,000 10 — — — $3,600,000 — — — — — — — — — — — — $600,000 12 — — — — $600,000 $600,000 13 — — — — $600,000 — — — — — — — — — — — — $800,000 14 $200,000 15 — — — $1,000,000 $800,000 14 $200,000 15 — — — $1,000,000 $1,600,000 16 $200,000 15 — — — $1,800,000 — — — — — — — — — — — — $375,000 17 — $23,429 18 — — $398,429 — — — — — $510,000 19 — — — $510,000 1Does not include any amounts payable to Messrs. Thiry, Rodriguez or Kogod pursuant to our Voluntary Deferral Plan or Deferred Compensation Plan which amounts are included in the 2015 Nonqualified Deferred Compensation Table. Such amounts are currently vested, but payment thereof may be accelerated in the event of death, disability or termination of employment.2Mr. Thiry (or his estate)"Qualifying Termination"), then he will be entitled to receive the amount of(i) any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the termination occurs. On December 31, 2015, Mr. Thiry had fully earned his bonus for 2015, so he would have received the full amount of his annual incentive bonus as reported in the 2015 Summary Compensation Table upon termination.3Mr. Thiry will be entitled to receiveoccurs, (ii) a lump-sum payment equal to the product of (x) three,two (three in the case of a Qualifying Termination within two years after a change in control) (the "Severance Multiple"), and (y) the sum of his base salary in effect as of the date of termination and the Prior Bonus. "Prior Bonus" means the average of the annual incentive bonus earned under the Company's 2011 Incentive Award Plan (including any bonus earned and payable but not yet paid) for the last two fiscal years before the fiscal year in which Mr. Thiry's employment was terminated. The amount reportedthe termination occurs (the "Prior Bonus"), payable in installments or, in the table above reflects the productcase of (x) three, and (y) thea Qualifying Termination within two years after a change of control, in a lump sum, of Mr. Thiry's base salary as of December 31, 2015, which was $1,200,000, and the average of Mr. Thiry's 2014(iii) a prorated annual incentive bonus in the amount of $2,610,000 and Mr. Thiry's 2013 annual incentive bonus in the amount of $3,000,000.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 634Mr. Thiry will be entitled to receive the amount of any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the termination occurs. Mr. Thiry will also be entitled to receive a prorated annual incentive bonusoccurs (based on the actual bonus earned under the objective standards set forth underfor such year), (iv) continued health benefits at active teammate rates for a number of years equal to the Company's 2011 Incentive Award Plan for the fiscal year in which theSeverance Multiple, subject to earlier termination occurs) through and including the date of termination. On December 31, 2015, Mr. Thiry had fully earned his annual incentive bonus for 2015, so he would have received the full amount of his annual incentive bonus as reported in the 2015 Summary Compensation Table upon termination.5Thiry will continue to receive his health benefits for the three-year period following termination. The amount reported in the table above is the estimated actual cost of COBRA insurance premiums for Mr. Thiry for the three-year period following termination.6Mr. Thiry will be entitled toRodriguez accepts full-time employment with another employer, and (v) the use of an office and services of an administrative assistant for threea number of years equal to the Severance Multiple or until heMr. Rodriguez obtains other full-time employment. The amounts above reflectThese payments are subject to forfeiture and repayment in the estimated costsevent that Mr. Rodriguez breaches the non-compete, non-solicit, non-disparagement or confidentiality covenants contained in his employment agreement.usMessrs. Ackerman and Staffieri and Ms. Waters, and the DaVita Inc. Severance Plan for Directors and Above (the "Severance Plan"), with respect to Mr. Hearty, if their employment is terminated by the Company for any reason other than death, disability or material cause (or, in the case of providing the office and secretarial servicesMr. Ackerman, if he resigns for three years.7Mr. Thiry willgood reason), then they would be entitled to receive (i) the paymentsbenefits set forth in this rowthe Severance Plan, pursuant to the terms and conditions of the plan in effect at the time of termination (i.e.,prior to the date on which Mr. Thiry attains age 62, the Board gives Mr. Thiry written notice that the term of his employment agreement shall not be extended.8Mr. Thiry willStaffieri or Ms. Waters resigns for good cause, then they would be entitled to receive (i) in the case of Mr. Staffieri, base salary continuation for a lump sum payment equalperiod of one year (two years in the event of a resignation within 60 days following a good cause event after a change in control) and, in the case of Ms. Waters, the benefits set forth in the Severance Plan, pursuant to the productterms and conditions of (x) one and one-half, and (y) the sumplan in effect at the time of histermination (but in no event less than base salary in effect as of the date of terminationcontinuation for one year), and the Prior Bonus (as defined above). The amount reported in the table above reflects the product of (x) one and one-half, and (y) the sum of Mr. Thiry's base salary as of December 31, 2015, which was $1,200,000, and the average of Mr. Thiry's 2014 annual incentive bonus in the amount of $2,610,000 and Mr. Thiry's 2013 annual incentive bonus in the amount of $3,000,000.9Mr. Rodriguez will be entitled to receive his salary for the 18-month period following his termination without material cause or resignation for good cause. As of December 31, 2015, Mr. Rodriguez's base salary was $800,000.10If Mr. Rodriguez(ii) if their employment is terminated after April in a given year, he will be entitled to receive a lump-sum payment equal to the bonus paid in the year prior to the year in which the termination occurs, pro-rated for the number of months served in the year hisof termination.terminated. Theterminated by the Company interprets this severance provisionor any reason other than death, disability or material cause or if he resigns for good reason, in each case, within 12 months following a change of control, then he would be entitled to meanreceive (i) a lump-sum payment equal to two times the severance is based onsum of his base salary and an amount equal to the bonus paid "for"received for the year prior to the year in which the termination occurs, and (ii) continued health benefits at active teammate rates for which a bonus was most recently earned. This severance amount is reported as the bonus paid to18 months or until Mr. Rodriguez for 2014, which was $2,000,000.11Mr. Rodriguez will be entitledAckerman becomes eligible to receive his salary for the two-year period following his resignation for good cause following a change in control.12Mr. Staffieri will be entitled to receive his salary for the one-year period following his termination. As of December 31, 2015, Mr. Staffieri's base salary was $600,000. Effective March 30, 2016, Mr. Staffieri's base salary was increased to $700,000.13Mr. Staffieri will be entitled to receive his salary for the one-year period following his resignation for good cause following a change in control. As of December 31, 2015, Mr. Staffieri's base salary was $600,000. Effective March 30, 2016, Mr. Staffieri's base salary was increased to $700,000.14Mr. Kogod will be entitled to receive his salary for the one-year period following his termination or resignation. As of December 31, 2015, Mr. Kogod's base salary was $800,000.15Mr. Kogod will be entitled to receive a lump-sum payment equivalent to the bonus that he had been paid in the year before the termination. The Company interprets this severance provision to mean the severance is based on the bonus paid "for" the year prior to the year for which a bonus was most recently earned. This severance amount is reported as the bonus paid to Mr. Kogod for 2014, which was $200,000.16Mr. Kogod will be entitled to receive his salary for the two-year period following his resignation for good cause following a change in control.17Mr. Hilger will be entitled to receive payment in an amount equal to his salary for the 12-month period following his termination. As of December 31, 2015, Mr. Hilger's base salary was $375,000. Such payment obligation will be reduced dollar-for-dollar by the amount of any compensation received by Mr. Hilgersubstantially similar coverage from another employer during the severance payment period, and Mr. Hilger is obligated to use reasonable efforts to find employment during such period.18Mr. Hilger will continue to receive his health benefits for the one-year period following termination. The amount reported in the table above is the estimated actual cost of COBRA insurance premiums for Mr. Hilger for the one-year period following termination.19Dr. Menzel stepped down as our Chief Financial Officer effective March 30, 2015 and is entitled to receive his salary for the one-year period following his termination. As of his termination, Dr. Menzel's base salary was $510,000, which was paid over a 12-month period beginning on May 5, 2015.The Company's obligation to provide continued health benefits under the circumstances set forth in the tables above is subject to earlier termination in connection with the executive accepting employment with another employer. identified in the tables above will also receive the proceeds of the respective term life insurance policy for each NEO. The coverage amount for each NEO is as follows: $1,201,000$1,200,000 for Mr. Thiry,Rodriguez; $500,000 for Mr. Rodriguez,Ackerman;$700,000 for Mr. Staffieri; $500,000 for Ms. Waters; and $500,000 for Mr. Staffieri, $585,000Hearty. The amounts are equal to one times the base salary of the NEO at the time of benefits elections, subject to certain caps.Mr. Kogodgood reason, in each case, following a change in control and $375,000 for Mr. Hilger.Pursuantprior to the terms of his employment agreement, Mr. Thiry will be eligible to receive a "gross-up" payment to the extent that any payment or benefit received or to be received by him is reduced by tax obligations possibly imposed by Sections 280G or 4999expiration of the Internal Revenue Code. Assuming a triggering event took placeperformance period on December 31, 2015, there would not be any tax gross-up amount payable. Moreover, no gross-up would have been payable under his agreement in any2023, then the Waters Performance Cash Award will remain outstanding and eligible to vest if the applicable performance goal is achieved prior to the expiration of the prior five years if a changeof control had occurred. Mr. Thiry has the only remaining legacy agreement that contains a tax gross-up. We haveThe Company does not providedprovide for tax gross-ups in any employment agreementsagreements. Mr. Rodriguez's employment agreement provides that in the event that payments to Mr. Rodriguez would be subject to the excise tax imposed by Section 4999 of the Code, then the payments would be either (i) reduced so that no portion of the payments would be subject to such excise tax, or amended employment agreements entered into after July 2008.Company'sCompany’s standard severance and general release agreement. In addition, the existing employment agreements with each of our NEOs include confidentiality provisions that would apply until the confidential information becomes publicly available (other than through breach by the NEO). These employment agreements generally also include, among other things, nonsolicitation provisions which prohibit each NEO from soliciting any patient or customer of the Company to patronize a competing dialysis facility or from soliciting any patient, customer, supplier or physician to terminate their business relationship with the Company, for a period of two years following the termination of the NEO'sNEO’s employment. However, with respect to Mr. Kogod,Further, as a condition of receiving the nonsolicitation provision would apply for aseverance benefits described above, Ms. Waters must, during the period of one year following termination.time when she is receiving such benefits, (i) make herself available to answer questions and cooperate in the transition of her duties, (ii) respond to any inquiries from the Company's compliance department, including making herself available for interview, and (iii) cooperate with the Company in the prosecution and/or defense of any claim, including making herself available for any interview, appearing at depositions, and producing requested documents. The Company will reimburse Ms. Waters for any out-of-pocket expenses she may incur.Executive Compensation62 Executive Compensation Payment of Base Salary (or multiple thereof) for a specified period following termination Bonus Continued Health Benefits for a Specified Period Following Termination Office and Secretarial Assistance Javier J. Rodriguez Death $ — $ — 2 $ — $ — $ — Disability $ — $ — 2 $ — $ — $ — Involuntary Termination Without Cause $ 7,426,279 3 $ 1,173,805 4 $ 51,946 5 $ 245,155 6 $ 8,897,185 Resignation for Good Reason $ 7,426,279 3 $ 1,173,805 4 $ 51,946 5 $ 245,155 6 $ 8,897,185 Resignation for Good Reason or by the Company Without Cause after a Change of Control $ 11,139,419 3 $ 1,173,805 4 $ 77,919 5 $ 372,347 6 $ 12,763,490 Joel Ackerman Involuntary Termination Without Material Cause $ 700,000 7 $ 726,583 8 $ 36,692 9 $ — $ 1,463,275 Resignation for Good Cause $ 700,000 7 $ 726,583 8 $ 36,692 9 $ — $ 1,463,275 Resignation Following a Good Cause Event or by the Company Without Material Cause after a Change of Control $ 1,400,000 10 $ 726,583 11 $ 36,692 9 $ — $ 2,163,275 Michael D. Staffieri Involuntary Termination Without Material Cause $ 800,000 7 $ — $ — $ — $ 800,000 Resignation for Good Cause $ 800,000 7 $ 1,017,216 8 $ — $ — $ 1,817,216 Resignation in connection with a Change of Control $ 1,600,000 10 $ 1,017,216 8 $ — $ — $ 2,617,216 Kathleen A. Waters Involuntary Termination Without Material Cause $ 650,000 7 $ — $ — $ — $ 650,000 Resignation for Good Cause $ 650,000 7 $ 629,705 8 $ — $ — $ 1,279,705 James O. Hearty Involuntary Termination Without Material Cause $ 500,000 7 $ — $ — $ — $ 500,000 Changechange of Control (as defined below),control, the acquiring entity fails to assume, convert or replace the NEO'sNEO’s options or awards, or (ii) the NEO'sNEO’s employment is terminated within the twenty-four-month period following a Changechange of Controlcontrol by the Company (or the acquiring entity) other than for Cause (as defined below)cause or, if applicable, by the NEO in accordance with the termination for Good Reasongood reason provisions of the NEO'sNEO’s employment agreement, if any, then, in any such case, the optionsSSAR, PSU or RSU awards shallwill automatically vest andChangechange of Controlcontrol in the case of (i), and as of the date of termination of the NEO'sNEO’s employment in the case of (ii). For grants of PSUs, upon a Changechange of Control, all PSU awards immediately vest, andcontrol, all PSU performance metrics in which the performance period has not completed, are converted to the relativea Relative TSR metric. The number of shares issuable are then determined based on the Company's relativeCompany’s Relative TSR performance (as described in the Compensation Discussion and Analysis) throughbased on an ending average price period of the approximately 30 calendar days immediately preceding the Changechange of Control.Company'sCompany’s obligations upon the automatic vesting of the stock-based awards of our NEOs as described above and assumes that the triggering event took place on December 31, 2015.Value of SSARs1 Value of Stock
Awards2Tax
Gross-Up $16,449,172 $5,023,581 — $3,850,058 $2,542,045 N/A $845,108 $343,949 N/A $3,215,774 $2,542,045 N/A $440,557 $507,210 N/A — — — Name Javier J. Rodriguez $ 8,587,500 $ 7,017,636 Joel Ackerman $ 1,224,300 $ 5,641,991 Michael D. Staffieri $ 2,226,000 $ 6,925,344 Kathleen A. Waters $ 890,400 $ 4,449,510 James O. Hearty $ 556,500 $ 1,755,640 common stockCommon Stock on December 31, 2015,30, 2022 (last trading day of the year), which was $69.71$74.67 per share, as reported by the NYSE.common stockCommon Stock on December 31, 2015,30, 2022, which was $69.71$74.67 per share, as reported by the NYSE. Based onFor PSUs, performance through December 31, 2022 was used to determine the termsshares that would vest upon a change of control. Per the award agreements, all PSU performance metrics in which the performance period has not completed, convert to a Relative TSR performance metric upon a change of control.64 PSU agreement, as of December 31, 2015, any accelerated PSUs would be valued at $0.3Pursuant toCompany’s obligations upon the terms of his employment agreement entered into on July 25, 2008, Mr. Thiry would be entitled to receive a "gross-up" payment to the extent any benefit received is reduced by tax obligations possibly imposed by Sections 280G or 4999automatic vesting of the Internal Revenue Code. Any such tax gross-up amount would be calculated using a 20% excise tax rate and an approximately 40% individual income tax ratestock-based awards of our NEOs in the event of death or disability and assumes that the base amount for purposes of Sections 280G and 4999 of the Internal Revenue Code has been allocated between the cash severance and equity components of the change of control benefits in proportion to the amounts of each component. Assuming a triggering event took place on December 31, 2015, there2022.Name Javier J. Rodriguez $ 6,777,131 $ 7,155,476 Joel Ackerman $ 1,224,300 $ 7,059,899 Michael D. Staffieri $ 2,226,000 $ 8,963,909 Kathleen A. Waters $ 890,400 $ 5,448,967 James O. Hearty $ 556,500 $ 2,118,538 Pay Ratio Disclosure any tax gross-upcomparable to the SEC CEO Pay Ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.payable.4Sinceto his reported 2022 compensation. When calculated in this manner, the alternative pay ratio is estimated to be 248 to 1.66 Pay Versus Performance Net Income
($)Total Shareholder Return
($)(a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 2,984,581 (86,403,681) 4,203,738 (6,085,207) 99.52 118.22 781,643,000 7.13 2021 3,298,439 (13,076,235) 4,262,738 4,442,398 151.62 147.19 1,211,762,000 9.24 2020 73,432,365 171,946,681 6,453,315 8 23,955,493 8 156.47 133.81 994,677,000 7.82 Thiry has been employedRodriguez and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the principal executive officer for such years.PEO 2022 2021 2020 Summary Compensation Table - Total Compensation(a) $ 2,984,581 $ 3,298,439 $ 73,432,365 - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) $ — $ — $ (68,496,958) + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) $ — $ — $ 146,273,000 + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) $ (43,928,697) $ (17,202,972) $ 20,182,219 + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) $ — $ — $ — + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) $ (45,459,565) $ 828,298 $ 556,055 - Fair Value as of Prior Fiscal Year-End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) $ — $ — $ — = Compensation Actually Paid $ (86,403,681) $ (13,076,235) $ 171,946,681 68 Other NEOs Average (a) 2022 2021 2020 Summary Compensation Table - Total Compensation(b) $ 4,203,738 $ 4,262,738 $ 6,453,315 - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(c) $ (3,030,532) $ (2,869,513) $ (2,304,672) + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(d) $ 2,138,535 $ 4,259,310 $ 5,956,968 + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(e) $ (7,774,431) $ (1,644,036) $ 11,099,139 + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(f) $ — $ — $ — + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) $ (1,622,517) $ 433,899 $ 2,750,743 - Fair Value as of Prior Fiscal Year-End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) $ — $ — $ — = Compensation Actually Paid (6,085,207) 4,442,398 23,955,493 over ten yearsMr. Rodriguez include the fair value of the award at the end of 2020 and 2021. The 2022 value shown includes the fair value at vesting of the first tranche and the fair value at the end of 2022 for the unvested tranche. Decreases in value during each of these periods is due primarily to decreases in our stock price. Neither the positive value in 2020 nor the subsequent negative values in 2021 and 2022 reflect the amount Mr. Rodriguez may receive when he actually does exercise the CEO Premium-Priced SSAR Award. Mr. Rodriguez has until November 4, 2024, the five-year anniversary of the award date, to exercise the CEO Premium-Priced SSAR Award, otherwise it will be forfeited by Mr. Rodriguez. In addition, the CEO Premium-Priced SSAR Award has a holding period requiring Mr. Rodriguez to hold any shares received from exercising the award through the fifth anniversary of the date of Board approval of the grant. Accordingly, Mr. Rodriguez cannot realize any value from the CEO Premium-Priced SSAR Award until November 4, 2024, and the ultimate value realized by Mr. Rodriguez is highly uncertain and dependent upon the long-term sustainable value created for the Company's stockholders and his exercise of the CEO Premium-Priced SSAR Award before its November 4, 2024 expiration date. For additional information on the CEO Premium-Priced SSAR Award, see the subsection titled "Compensation Discussion and Analysis — What We Pay and Why — CEO Compensation." Our Pay Versus Performance disclosure is also impacted by the severance benefits received by our former Executive Chairman in 2020 that were payable in accordance with the terms of his employment agreement and which we do not view as representative of the Company's annual compensation program. The following graph illustrates the relationship between pay and performance, as calculated per the SEC disclosure rules.70 
Four Most Important Financial Performance Measures for Determining NEO Compensation Adjusted Earnings per Share Free cash flow from continuing operations Consolidated adjusted operating income Total shareholder return Realizable Pay 
2015, 50%2022 of any unvested equity awards vest upongranted in the applicable year. The CEO Premium-Priced SSAR Award was the only equity award granted to Mr. Rodriguez during 2020 and he was not granted any termination by Mr. Thiry without Causeequity awards in 2021 or for Good Reason.2022. The intrinsic value of such accelerated vestingthe CEO Premium-Priced SSAR Award is equal to 50%calculated as the "in-the-money" value, or the difference between the base price of the amounts set forth in the table. Definitions Under Stock-Based Award AgreementsFor purposes of the stock-based award agreements and the table above:A"Changeclosing stock price of Control" means (i) any transaction or series$74.67 per share as of transactions in which any person or group (withinDecember 30, 2022 (the last trading day of 2022), multiplied by the meaningnumber of Rule 13d-5 undershares subject to the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act) becomes the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company(including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), (ii) any merger or consolidation or reorganization in which the Company does not survive, (iii) any merger or consolidation in which the Company survives, but the shares of the Company's common stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, and (iv) any transaction in which more than 50% of the Company's assets are sold.72 No transaction will constitute a Change of Control under the stock-based award agreements if both (x) the person acting as the CEO of the Company for the six months prior to such transaction becomes the CEO or executive chairman of the board of directors of the entity that has acquired control of the Company as a result of such transaction immediately after such transaction and remains the CEO or executive chairman of the board of directors for not less than one year following the transaction and (y) a majority of the acquiring entity's board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction."Cause" means: (1) a material breach by the executive of those duties and responsibilities of the executive which do not differ in any material respect from the duties and responsibilities of the executive during the90-day period immediately prior to a Change of Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the executive's part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) willful misconduct or gross negligence which results in material harm to the Company; (3) the conviction of the executive of, or a plea of nolo contendere by the executive to, a felony or other crime involving fraud or dishonesty; or (4) willful violation of Company policies which results in material harm to the Company.66Compensation of Directors Compensation of Directors 2015.2022. Mr. Thiry alsoRodriguez serves as a member of the Board. Asour Board but, as an executive officer of the Company, Mr. ThiryRodriguez does not receive any additional compensation for his services as a member of theour Board. Fees Earned
($)1 Stock Awards
($)2,3,4 SSAR Awards
($)5 Total
($) $155,000 $94,991 $69,606 $319,597 $229,000 $94,991 $69,606 $393,597 $167,500 $94,991 $69,606 $332,097 $18,696 $22,168 $14,649 $55,513 $110,000 $94,991 $69,606 $274,597 $132,500 $94,991 $101,662 $329,153 $132,500 $94,991 $69,606 $297,097 $127,500 $94,991 $69,606 $292,097 $117,500 $94,991 $69,606 $282,097 Name Total
($)Pamela M. Arway $280,000 $189,965 $— $469,965 Charles G. Berg $95,000 $189,965 $— $284,965 Barbara J. Desoer $177,500 $189,965 $— $367,465 Paul J. Diaz $155,000 $189,965 $— $344,965 $67,308 $76,790 $— $144,098 Dr. Gregory J. Moore, M.D., Ph.D. $105,000 $189,965 $— $294,965 John M. Nehra $155,522 $189,965 $— $345,487 $72,500 $131,492 $— $203,992 $32,174 $5,685 $— $37,859 Phyllis R. Yale $140,000 $189,965 $— $329,965 "Annual Retainers," "Meeting Fees,"the subsections “— Annual Retainers” and "Expense Reimbursement and Per Diem Compensation."“— Meeting Fees”. With respect to Ms. Desoer, includes $10,000 in per diem compensation paid pursuant to the Company’s Non-Employee Director Compensation Policy for additional time spent in 2022 on Board matters. With respect to Mr. Grauer,Hollar, includes the $37,500 cashprorated portion for service as lead independent director. With respect to Ms. Arway and Messrs. Davidson and Berg, includes the $50,000 cash portion for service as chair of the Compensation Committee, Audit Committee and Compliance Committee, respectively.$20,000 second quarter cash retainer in the amount of $12,308. With respect to Mr. Nehra, and Dr. Roper, includes the $25,000prorated portion of the $12,500 second quarter cash portionretainer for service as chairChair of the Public PolicyAudit Committee in the amount of $3,022. With respect to Ms. Price, includes the prorated portion of the $12,500 second quarter cash retainer for service as Chair of the Audit Committee and Clinical Performance Committee, respectively.prorated portion of the $20,000 second quarter cash retainer in the total amount of $25,000. With respect to Mr. Berg,Schechter, includes the $59,000prorated portion of additional feesthe $20,000 third quarter cash retainer in the aggregate paid to Mr. Berg in his role as the chairmanamount of the Board's Compliance Committee, in overseeing the Corporate Integrity Agreement and the subpoenas received by HCP, at the request of the BoardWith respect to Mr. Grauer, includes the $43,750 equity portion denominated in direct stock issuances for service as lead independent director.3shownreported in this column reflect the aggregate grant date fair value of all commondirect stock issuance awards restricted stock units and DSI awards("DSI") granted to our non-employee directors during 20152022 as estimated by the Company in accordance with FASB ASC Topic 718. This includes four quarterly grants under the Director Compensation Policy (as defined below) granted on March 15, 2022; May 15, 2022; August 15, 2022; and November 15, 2022. Messrs. Hollar and Schechter received prorated quarterly grants on August 15, 2022 and November 15, 2022, respectively, for the quarters they joined the Board. Ms. Price received a prorated quarterly grant amount on her last day of board service, June 9, 2022. See Note 1918 to the Consolidated Financial Statements included in our Annual Report on2022 Form 10-K for the year ended December 31, 2015 for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to FASB ASC Topic 718.4The amounts shown in this column reflect the aggregate grant date fair value of allournon-employee directors during 2015 as estimated by the Company in accordance with FASB ASC Topic 718. With respect to Mr. Grauer, includes the $43,750 equity portion denominated in SSARs for service as lead independent director. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.52015,2022, each non-employee director had the following number of SSARs outstanding: Ms. Arway, 82,076; Mr. Berg, 58,076; Mr. Davidson, 46,076;10,766; Ms. Desoer, 1,223; Mr. Diaz, 10,076; Mr. Grauer, 122,717;7,165; Mr. Nehra, 118,076; Dr. Roper, 82,076;7,165; and Ms. Yale, 7,165.Valine, 88,076.Hollar was appointed to the Board, effective May 6, 2022.Our Non-Employee 5Ms. Price resigned from the Board, effective June 9, 2022.Compensation of Directors "Director“Director Compensation Policy"Policy”) sets forth, is designed to attract and retain highly-qualified directors and to align the termsinterests of our director compensation. There is no discretionary decision-making involved in director compensation.directors with the long-term interests of our stockholders. The Compensation Committee andis responsible for recommending to the Board periodically reviewthe compensation of our non-employee directors. As part of this process, the Compensation Committee reviews the compensation program for our non-employee directors no less than annually and considers input from its independent compensation consultant, Compensia, regarding general market practices on director compensation exceptas well as comparative market data for our comparator peer group, which is the same peer group used for purposes of evaluating the competitiveness of our executive compensation program. The Compensation Committee also considers feedback received on our director compensation program through engagement with respect to occasional meetings or activities outside the scope of normal Board duties that are compensated on aper diem basis (see description below under "Per Diem Compensation"). our stockholders.20152022 under the Director Compensation Policy as set forth in the table above. Directors who are our employeescurrent teammates or officers do not receive compensation for service on the Board or any committee of the Board.SSARs,DSIs granted in four equal installments on March 15, May 15, August 15 and priced as of close of the market on, the date of our annual stockholder meeting. The number of SSARs to be granted shall beNovember 15 (each, a "Grant Date"), in an amount determined by dividing $95,000 by 25% of$47,500 (increased to $50,000, effective January 1, 2023, representing the closing market price of our common stock onfirst increase in the annual grant date. The SSARs vest in full on the one year anniversary of the date of grant, with acceleration of vesting upon a Change of Control (as defined above under "Definitions Under Stock-Based Award Agreements"), and expiring five years after the date of grant. Each of our non-employee directors is also entitled to receive direct stock issuances ("DSIs") to be granted quarterly on the last day of each fiscal quarter. The number of DSIs to be granted quarterly shall be determined by dividing $23,750value since 2017) by the closing market price of our commonContinuesCommon Stock on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 67stockthe applicable Grant Date, or if the Grant Date does not fall on a trading day, then the last trading day of each fiscal quarter.prior to the Grant Date. The DSIs are 100% vested upon issuance. The annual grant of SSARs and DSIs shall be prorated, as applicable, including for new directors, based on the number of days of service on the Board.withinduring the applicable calendar quarter.fiscal year or fiscal quarter, respectively. SSARs granted on a prorated basis shall be granted and priceddirector serving as the independent Chair of the closeBoard ("Independent Chair") receives an additional retainer of market$175,000 in cash per year, paid quarterly in arrears, in light of the extra time commitment and responsibilities of the Independent Chair. The quarterly retainer due to the Independent Chair is to be prorated based on the first day of service on the Board, which date shall be determined by the Board upon such individual's appointment as a director. Additional Annual Grant to Lead Independent Director. The lead independent director is also entitled to receive additional SSARs, granted on, and priced as of the close of the market on, the date of our annual stockholder meeting. The number of SSARs to be granted shall be determined by dividing $43,750 by 25% of the closing market price of our common stock on the grant date. The SSARs vest in full on the one year anniversary of the date of grant, with acceleration of vesting upon a Change of Control (as defined above under "Definitions Under Stock-Based Award Agreements"), and expiring five years after the date of grant. Vesting of these SSARs continues so long as the non-employee director continues to serve on the Board even if he or she is no longer lead independent director. The lead independent director is also entitled to receive DSIs to be granted quarterly on the last day of each fiscal quarter. The number of DSIs to be granted quarterly shall be determined by dividing $10,937.50 by the closing market price of our common stock on the last trading day of each fiscal quarter. The DSIs are 100% vested upon issuance. The annual grant of SSARs and DSIs shall be prorated, as applicable, based on the days of service as lead independent director within a fiscal year or fiscal quarter, as applicable. SSARs granted on a prorated basis shall be granted and priced as ofIndependent Chair during the close of market on the first day of service as lead independent director on the Board.lead independent directorIndependent Chair also serves as a chair of any committee of the Board, the lead independent directorIndependent Chair will also be entitled to receive the additional retainer for serving as the chair of any such committee, in addition to the retainers and equity grantsretainer he or she is entitled to receive as the lead independent director. Annual Retainer. Pursuant to the Director Compensation Policy, each of our non-employee directors is entitled to receive an annual retainer of $80,000 in cash per year, paid quarterly in arrears. Lead Independent Director Retainer. Under the Director Compensation Policy, the lead independent director receives an additional retainer of $37,500 in cash per year, paid quarterly in arrears.receivereceived an additional retainer of $50,000 in cash per year paid quarterly in arrears, and the chairschair of the Public PolicyNominating and the Clinical Performance Committees receiveGovernance Committee received an additional retainer of $25,000$35,000 in cash per year (increased to $50,000, effective January 1, 2023), each paid quarterly in arrears. Proration of Quarterly Retainer — Upon Appointment. The quarterly retainer due to a director elected or appointed to a Committee during a quarter is prorated based on the datedays of such director's appointment. Prorationservice as chair of Quarterly Retainer — Upon Termination. The quarterly retainer due to a director terminating servicecommittee during a quarter is prorated based on the date of such director's termination.74 Compensation of Directors 68Compensation of Directorslead independent director,Independent Chair, the Board or the Compensation Committee, as applicable, for significant time spent outside of Board or committee meetings or for meetings or activities outside the scope of normal boardBoard duties, including director training, meeting with Company management or external auditors, interviewing director candidates or other activities deemed necessary by the chairman ofIndependent Chair, the Board, the lead independent director,Compensation Committee or the entire Board. The per diemIf time expended is less than the full unit of time for which a payment rate is paidhas been set, the payment shall be made on a pro rata basis for activities that do not require a full day of service.Continues on next page ►DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting and Proxy Statement 69Compensation Committee Interlocks and
Insider Participation2015,2022, none of our executive officers served as a member of the compensation committee or board of directors of any other company whose executive officer(s) served as a member of our Compensation Committee or Board.70Certain Relationships and Related
Person Transactions"related“related persons."” Related persons include our executive officers, directors, nominees for directors, more than 5% or more beneficial owners of our common stockCommon Stock and immediate family members of these persons. We refer to any transaction, arrangement or relationship or any series of similar transactions, involving amountsarrangements or relationships, in excesswhich: (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; (ii) the Company or any of $120,000its consolidated subsidiaries is or will be a participant; and in which the(iii) a related person has a direct or indirect material interest, as "related“related person transactions."” Each related person transaction must be approved or ratified in accordance with the Company'sCompany’s written Related Person TransactionsTransaction Policy by our Audit Committee or, if our Audit Committee determines that the approval or ratification of such related person transaction should be considered by all disinterested members of the Board, by the vote of a majority of such disinterested members.The Audit Committee considers all relevant factors when••• and•parties.parties; andThe Company's Related Person Transactions Policy is available under–any other information regarding the Corporate Governance sectiontransaction or related person that would be material to investors in light of our website, located athttp://www.davita.com/about/corporate-governance.In 2013 the Company discovered certain errors made in processing annual bonuses deferrals undercircumstances of the Company's Voluntary Deferral Plan. For affected employees, the errors resulted in underpayment of their bonuses and overfunding of their deferral accounts. transaction.67 employees affected, including Mr. Thiry, our Chief Executive Officer. Once discovered,no related person transactions from January 1, 2022 through the Company corrected these errors consistent with the rules prescribed by the Internal Revenue Service ("IRS"). These corrections required certaindate of the affected employees to: (1) recognize taxable income in excess of the amounts previously reported to them by the Company in their wage and tax statements, (2) pay penalties to the IRS under Section 409A of the Internal Revenue Code, and (3) file amended tax returns for the years affected by the errors. In addition, the employees suffered the forfeiture of earnings on improperly deferred amounts during the period of deferral. As a consequence, the affected employees submitted claims for the losses and expenses they suffered (including for forfeited earnings, tax penalties, interest for late payments, costs of amending prior years' tax returns and the cost of related tax advice) as a result of the Company's errors. Mr. Thiry submitted claims for, and was reimbursed $873,373. The reimbursement of Mr. Thiry in connection with his claims was evaluated and approved by the Audit Committee in accordance with the Company's Related Person Transaction Policy.DaVita HealthCare Partners Inc. Notice of 2016 Annual Meeting andthis Proxy Statement 71Tablerequired to be disclosed pursuant to Item 404(a) of Contents76 Audit Committee Report Company'sCompany’s accounting functions and internal controls. The Audit Committee is composed of threefour directors, each of whom is independent as defined by New York Stock Exchange listing standards. The Audit Committee operates under a written charter approved by the Board.compensation, retention and oversightcompensation of the Company'sCompany’s independent registered public accounting firm, KPMG LLP ("KPMG"), as well as monitoring the independence, qualifications and performance of KPMG LLP and the Company'sscope and effectiveness of the Company’s internal audit function. In addition, the Audit Committee has considered whether the provision of non-audit services to the Company by KPMG LLP is compatible with maintaining KPMG LLP'sKPMG’s independence.•KPMG LLP has been retained as the Company's external auditor continuously since 2000.•The Audit Committee is responsible for the audit fee negotiations associated with the Company's retention of KPMG LLP.•In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm.•In conjunction with the mandated rotation of the Audit Firm's lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of KPMG LLP's new lead engagement partner.•The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company's independent external auditor is in the best interests of the Company and its investors.Company'sCompany’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board(United (United States) ("PCAOB") and an audit of the effectiveness of internal controls over financial reporting. The Audit Committee'sCommittee’s responsibility is to monitor and oversee these processes.Company'sCompany’s internal auditors and KPMG, LLP, with and without management present, to discuss the scope of their audit plans, results of their examinations, their evaluations of the Company'sCompany’s internal controls, and the overall quality of the Company'sCompany’s financial reporting.the independent registered public accounting firmKPMG to conduct the independent audit.audit for the year ended December 31, 2022. The Audit Committee reviewed and discussed with management the December 31, 2015Company's audited consolidated financial statements.statements, as of and for the year ended December 31, 2022. The Audit Committee also discussed with the independent registered public accounting firmKPMG the matters required to be reviewed and discussed by applicable requirements of the Statement on Auditing Standards No. 16 (Communication with Audit Committees).PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firmKPMG required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent registered public accounting firm'sKPMG's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm itsKPMG their independence.Committee'sCommittee’s reviews and discussions, with management and the independent registered public accounting firm, referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20152022 for filing with the Securities and Exchange Commission.Carol Anthony ("John") Davidson (Chairman)Charles G. BergRogerValineDesoer72Audit Committee ReportStockholder Proposals and Nominations for 20172024 Annual Meeting2017 annual meeting of stockholders2024 Annual Meeting and wish to have it included in the proxy statement and form of proxy that management will prepare, you must notify us no later than January [ ], 2017December 27, 2023 in the form required under the rules and regulations promulgated by the SEC. Otherwise, your proposal will not be included in management'smanagement’s proxy materials.2017 annual meeting of stockholders,2024 Annual Meeting, even though it will not be included in management'smanagement’s proxy materials, or if you wish to nominate a director for election at the 2017 annual meeting2024 Annual Meeting outside of stockholders,the proxy access provisions of our bylawsBylaws, our Bylaws require that you must notify us no later than the close of business March 22, 2017,8, 2024, and no earlier than the close of business February 20, 2017.7, 2024. However, if we hold our 2017 annual meeting of stockholders2024 Annual Meeting more than2016 annual meeting of stockholders,2023 Annual Meeting, you must notify us: (i) not earlier than the close of business on the 120th day prior to the 2017 annual meeting2024 Annual Meeting and (ii) not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the 2017 annual meetingdate of the 2024 Annual Meeting was first made.bylaws,Bylaws, which contain these and other requirements with respect to advance notice of stockholder proposals and director nominations, including certain information that must be included concerning the stockholder and each proposal.proposal or nominee. Our bylawsBylaws are available under the Corporate Governance section of our website, located athttp://www.davita.com/about/corporate-governance.78 DaVita HealthCare Partners Inc. NoticeGeneral Information 2016proxies by the Board, for use at our Annual Meeting, which will be held on June 6, 2023, at 10:00 AM Mountain Time. The Annual Meeting will be a live audio webcast available atwww.virtualshareholdermeeting.com/DVA2023, where you will be able to attend, vote your shares electronically and submit questions.Contentsthe appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023;
How to Vote80 Proxy Statement Proxy Statement Proposal Voting Options Board Recommendation Vote Required to Adopt the Proposal Effect of Abstentions Effect of Broker Non-Votes* Proposal 1: Election of the nine director nominees identified in this Proxy Statement to serve until our 2024 Annual Meeting. For, Against or Abstain for each nominee Majority of votes cast with respect to each nominee No effect No effect Proposal 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023. For, Against or Abstain FOR Majority of shares represented virtually or by proxy and entitled to vote Treated as votes Against Brokers have discretion to vote Proposal 3: Approval, on an advisory basis, of the compensation of our NEOs. For, Against or Abstain FOR Majority of shares represented virtually or by proxy and entitled to vote Treated as votes Against No effect Proposal 4: Approval, on an advisory basis, of the frequency of future advisory
votes on the compensation of our NEOs.1 Year, 2 Years, 3 Years or Abstain 1 YEAR Plurality of votes
castNo effect No effect Proposal 5: Approval of an
Amendment and Restatement of the Company’s Restated
Certificate of IncorporationFor, Against or Abstain FOR Majority of shares outstanding Treated as votes Against Treated as votes Against 82 Proxy Statement Other Matters 2016 annual meeting of stockholdersAnnual Meeting but, if other matters do properly come before the meeting, it is intended that the persons named as proxies in the proxy card will vote on them in accordance with their best judgment.20152022 Annual Report to Stockholders accompanies this Proxy Statement. The 20152022 Annual Report to Stockholders includes our audited financial statements for the year ended December 31, 2015.2022. Our Annual Report on Form 10-K includes these financial statements, as well as other supplementary financial information and certain schedules. The Annual Report on Form 10-K is not part of our proxy soliciting material.Copies of the Annual Report on Form 10-K, withoutHealthCare Partners Inc., 2000 16th16th Street, Denver, Colorado 80202, (888) 484-75051-888-484-7505 or through our website, located athttp://www.davita.com.
Martha HaCorporate SecretaryMay [ ], 201674The full text of the amendments to the Company's Amended and Restated Bylaws, as proposed to be adopted, is set forth below. These amendments will only be adopted if Proposal 4 is approved.Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation's notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or, (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 12 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12, or (d) by any stockholder of the Corporation or group of stockholders in accordance with Article III Section 13 of these Bylaws.Only such persons who are nominated in accordance with the procedures set forth in(a) this Section 12shall be eligible to be elected atwith respect to an annual or special meeting of stockholders, or (b) Article III Section 13 of these Bylaws with respect to an annual meeting,shall be eligible to be elected at a meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 12. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder's nominee or proposal in compliance with such stockholder's representation required under Section 12(b), the substance of which representation is set forth in Section 12(a)(2)(c)(vi)) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 12, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, if the stockholder who submitted a nomination or proposed business (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation. For purposes of this Section 12 and Article III Section 13 of these Bylaws, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Article III, Sections 13 and 14Section 13. Proxy Access for Director Nominations.(a)Definitions. For purposes of Section 13, the following terms shall have the following meanings:(1)"Authorized Group Member" shall mean, with respect to any nomination by a Nominator Group, the member of that Nominator Group that is authorized to act on behalf of all members of that Nominator Group with respect to matters relating to the nomination, including withdrawal of the nomination.(2)"Compensation Arrangement" shall mean any direct or indirect compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including, without limitation, any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director.(3)"Eligible Stockholder" shall mean a person who has either (a) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 13(d) continuously for the required three (3)-year period or (b) provides to the Secretary of the Corporation, within the time period referred to in Section 13(e), evidence of continuous Ownership of such shares for such three (3)-year period from one or more securities intermediaries.(4)"Maximum Number" shall mean that number of directors constituting the greater of (a) two (2) or (b) twenty percent (20%) of the total number of directors of the Corporation on the last day on which aA-1Nomination Notice may be submitted pursuant to this Section 13 (rounded down to the nearest whole number), which number shall be reduced as set forth in Section 13(c)(1).(5)"Minimum Number" shall mean three percent (3%) of the number of outstanding shares of common stock of the Corporation as of the most recent date for which such amount is given in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of the Nomination Notice.(6)"Nominating Stockholder" shall mean any Eligible Stockholder or group of up to twenty (20) stockholders (a "Nominator Group") that, collectively as a group, satisfy the requirements to qualify as an Eligible Stockholder, that (a) has (individually and collectively, in the case of a Nominator Group) satisfied all applicable conditions and complied with all applicable procedures set forth in this Section 13 (including, without limitation, the timely submission of a Nomination Notice that meets the requirements set forth in this Section 13), and (b) has nominated a Stockholder Nominee.(7)"Nomination Notice" shall mean all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 13(f).(8)"Own" shall mean possession, with respect to those outstanding shares of common stock of the Corporation entitled to vote generally for the election of all directors of the Corporation, of both: (a) the full voting and investment rights pertaining to the shares; and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided, that the number of shares calculated in accordance with clauses (a) and (b) shall not include any shares: (i) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, including any short sale; (ii) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell; or (iii) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of reducing in any manner, to any extent or at any time in the future, such stockholder's or affiliates' full right to vote or direct the voting of any such shares, and/or hedging, offsetting or altering to any degree any gain or loss arising from the full economic Ownership of such shares by such stockholder or affiliate, other than any such arrangements solely involving a national or multi-national multi-industry market index. A stockholder shall "Own" shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A stockholder's Ownership of shares shall be deemed to continue during any period in which the stockholder has loaned such shares or delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which in either case is revocable at any time by the stockholder; provided, however, in the event of a loan, the stockholder has the power to recall such loaned shares on five (5) business days' notice. The terms "Owned," "Owning," "Ownership" and other variations of the word "Own" shall have correlative meanings. Whether shares constitute shares Owned shall be decided by the Board in its reasonable determination, which determination shall be conclusive and binding on the Corporation and its stockholders.(9)"public announcement" shall have the meaning set forth in Article III Section 12(c)(2) of these Bylaws.(10)"Stock Exchange Rules" shall mean the rules of any stock exchange on which the Corporation's securities are traded.(11)"Stockholder Nominee" shall mean any person nominated for election pursuant to this Section 13.(12)"Voting Commitment" shall have the meaning set forth in Article IV Section 2 of these Bylaws.A-2(b)Proxy Access at Annual Meetings. Subject to the provisions of this Section 13, if expressly requested in the relevant Nomination Notice, the Corporation shall include in its proxy statement for any annual meeting of stockholders:(1)the name of any Stockholder Nominee, which shall also be included on the Corporation's form of proxy and ballot;(2)disclosure about the Stockholder Nominee and the Nominating Stockholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement;(3)any statement included by the Nominating Stockholder in the Nomination Notice for inclusion in the proxy statement in support of the Stockholder Nominee's election to the Board (subject, without limitation, to Section 13(g)), if such statement does not exceed five hundred (500) words; and(4)any other information that the Corporation or the Board determines, in its discretion, to include in the proxy statement relating to the nomination of the Stockholder Nominee, including, without limitation, any statement in opposition to the nomination, information relating to any Compensation Arrangement and/or Voting Commitment, and any of the information provided pursuant to this Section 13.For the avoidance of doubt, the provisions of this Section 13 shall not apply to a special meeting of stockholders (including, without limitation, a Stockholder Requested Special Meeting), and the Corporation shall not be required to include a director nominee of a stockholder or group of stockholders in the Corporation's proxy statement or form of proxy or ballot for any special meeting of stockholders.(c)Maximum Number of Stockholder Nominees.(1)The Corporation shall not be required to include in the proxy statement for an annual meeting of stockholders more Stockholder Nominees than the Maximum Number. In the event that one or more vacancies for any reason occurs on the Board after the deadline set forth in Section 13(e) but before the date of the annual meeting and the Board resolves to reduce the size of the Board in connection therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced. The Maximum Number for a particular annual meeting shall be reduced by:(i)Stockholder Nominees whose nominations for election at such annual meeting are subsequently withdrawn; and(ii)Stockholder Nominees who the Board itself decides to nominate for election at such annual meeting.(2)Any Nominating Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation's proxy materials pursuant to this Section 13 shall rank such Stockholder Nominees based on the order that the Nominating Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation's proxy materials. In the event that the number of Stockholder Nominees submitted by Nominating Stockholders pursuant to this Section 13 exceeds the Maximum Number, the highest ranking Stockholder Nominee who meets the requirements of this Section 13 from each Nominating Stockholder will be selected for inclusion in the Corporation's proxy materials until the Maximum Number is reached, going in order of the amount (largest to smallest) of shares of stock of the Corporation that each Nominating Stockholder disclosed as Owned in its respective Nomination Notice submitted to the Corporation. This selection process will continue with the next highest ranked nominees as many times as necessary, following the same order each time, until the Maximum Number is reached.(d)Eligible Stockholders.(1)An Eligible Stockholder or Nominator Group may submit a nomination in accordance with this Section 13 only if the person or group (in the aggregate) has continuously Owned at least the Minimum Number (as adjusted for any stock splits, stock dividends, subdivisions, combinations, reclassifications, recapitalizations or similar events) of shares of the Corporation's common stock throughout the three (3)-year period preceding and including the date of submission of the Nomination Notice, and continues to Own at least the Minimum Number of shares through the date of the annual meeting. No shares may beA-3attributed to more than one Eligible Stockholder. The following shall be treated as one Eligible Stockholder or one member of a Nominator Group if such Eligible Stockholder or member of a Nominator Group shall provide together with the Nomination Notice documentation that demonstrates compliance with the following criteria: (a) funds under common management and investment control; (b) funds under common management and funded primarily by the same employer; or (c) a "family of investment companies" or a "group of investment companies" (each as defined in or under the Investment Company Act of 1940, as amended).For the avoidance of doubt, in the event of a nomination by a Nominator Group, any and all requirements and obligations for a given Eligible Stockholder (including, without limitation, each and every fund or company that comprises the Nominator Group) that are set forth in this Section 13, including the minimum holding period, shall apply to each member of such Nominator Group; provided, however, that the Minimum Number shall apply to the Ownership of the Nominator Group in the aggregate. Should any stockholder withdraw from a Nominator Group at any time prior to the annual meeting of stockholders, the Nominator Group shall only be deemed to Own the shares held by the remaining members of that Nominator Group.(2)No stockholder shall be permitted to be in more than one Nominator Group, and if any stockholder appears as a member of more than one Nominator Group, or as a member of a Nominator Group and as a Nominating Stockholder without any such group, such stockholder shall be deemed to be a member of only the Nominator Group that has the largest Ownership position as reflected in the Nomination Notice and is not permitted to act as a Nominating Stockholder separate from such Nominator Group.(e)Timely Nomination Notice. To be timely, a Nomination Notice must be delivered to or be mailed and received at the principal executive offices of the Corporation not later than the close of business on the one hundred twentieth (120th) day nor earlier than the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the date (as stated in the Corporation's proxy materials relating to that annual meeting) that the Corporation first mailed its proxy statement for the annual meeting of the previous year, except where information or documents are required to be provided after the date the Nomination Notice is first submitted, as set forth in this Section 13 (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, the Nomination Notice must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a Nomination Notice.(f)Nomination Notice. The Nomination Notice shall consist of, collectively, the following information, documents and agreements which shall, for avoidance of doubt, be compiled, completed and submitted by the Nominating Stockholder or its representatives at its own cost:(1)documentary evidence in the form of one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three (3)-year holding period, provided that each such intermediary must be a participant in the Depository Trust Company or an affiliate of a participant in the Depository Trust Company) verifying and certifying that, as of a date within seven (7) calendar days prior to the date of the Nomination Notice, the Nominating Stockholder Owns, and has continuously Owned for the preceding three (3) years, the Minimum Number of shares, and the Nominating Stockholder's agreement to provide, within five (5) business days after the record date for the annual meeting, documentary evidence in the form of written statements from the record holder and intermediaries verifying and certifying the Nominating Stockholder's continuous Ownership of the Minimum Number of shares through the record date;(2)an undertaking to provide immediate notice if the Nominating Stockholder ceases to Own the Minimum Number of shares prior to the date of the annual meeting;A-4(3)a copy of the Schedule 14N (or any successor form) relating to the Stockholder Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Stockholder as applicable, in accordance with Securities and Exchange Commission rules;(4)the written consent of each Stockholder Nominee to being named in the Corporation's proxy statement, form of proxy and ballot as a nominee and to serving as a director if elected;(5)a written notice of the nomination of such Stockholder Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Stockholder (including, for the avoidance of doubt, each member of a Nominator Group):(i)the information and other deliverables that would be required to be set forth in a stockholder's notice of nomination pursuant to Article III Section 12(a) of these Bylaws, as if the Nominating Stockholder were the proposing stockholder under that section;(ii)to the extent not included in the response to paragraph (i) above, a detailed description of all material relationships, between or among the Nominating Stockholder, on the one hand, and each Stockholder Nominee, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S–K (or its successor item) if the Nominating Stockholder were the "registrant" for purposes of such item and the Stockholder Nominee, were a director or executive officer of such registrant;(iii)a detailed description of all communications by such Nominating Stockholder with any other stockholder or beneficial owner of any securities of the Corporation regarding such Stockholder Nominee;(iv)the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N (or any successor item);(v)a representation and warranty that the Nominating Stockholder did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation;(vi)a representation and warranty that the Nominating Stockholder has not nominated and will not nominate for election to the Board at the annual meeting any person other than such Nominating Stockholder's Stockholder Nominee(s);(vii)a representation and warranty that the Nominating Stockholder has not engaged in and will not engage in a "solicitation" within the meaning of Rule 14a-1(l) (or any successor thereof) under the Exchange Act with respect to the annual meeting, other than with respect to such Nominating Stockholder's Stockholder Nominee(s) or any nominee of the Board;(viii)a representation and warranty that the Nominating Stockholder has not engaged in and will not engage in, other than with respect to such Nominating Stockholder's Stockholder Nominee(s) or any nominee of the Board, (A) an exempt solicitation as described in Rule 14a-2(b) (or any successor thereof) under the Exchange Act, or (B) any communication, as described in Rule 14a-1(l)(2)(iv) (or any successor thereof) under the Exchange Act, stating how the Nominating Stockholder intends to vote at the annual meeting and the reasons therefore;(ix)a representation and warranty that the Nominating Stockholder will not use or distribute any proxy card other than the Corporation's proxy card in soliciting stockholders in connection with the election of a Stockholder Nominee at the annual meeting;(x)a representation and warranty that the Stockholder Nominee's candidacy or, if elected, membership on the Board would not violate applicable state or federal law or Stock Exchange Rules;(xi)a representation and warranty that the Stockholder Nominee: (A) qualifies as independent under the Stock Exchange Rules and any publicly disclosed standards used by the Board in determining andA-5disclosing the independence of the directors; and (B) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor thereof) under the Securities Act of 1933, as amended, or Item 401(f) of Regulation S-K (or any successor item) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of the Stockholder Nominee;(xii)a representation and warranty that the Nominating Stockholder satisfies the eligibility requirements set forth in Section 13(d);(xiii)a representation and warranty that the Nominating Stockholder will continue to satisfy the eligibility requirements described in Section 13(d) through the date of the annual meeting;(xiv)the details of any position of the Stockholder Nominee as an officer or director of any competitor (that is, any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates) of the Corporation, within the three (3) years preceding the submission of the Nomination Notice;(xv)if desired, a statement for inclusion in the proxy statement in support of the Stockholder Nominee's election to the Board. Any such statement shall not exceed five hundred (500) words and shall fully comply with Section 14 (or any successor thereof) of the Exchange Act and the rules and regulations thereunder; and(xvi)in the case of a nomination by a Nominator Group, the designation by all group members of one Authorized Group Member;(6)an executed agreement (which form of agreement shall be provided by the Secretary of the Corporation upon written request), which must be submitted within ten (10) days of the Nominating Stockholder's first submission of any information required by this Section 13(f), pursuant to which the Nominating Stockholder (including each member of a Nominator Group) agrees:(i)to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;(ii)to file any written solicitation or other communication with the Corporation's stockholders relating to one or more of the Corporation's directors or director nominees or any Stockholder Nominee with the Securities and Exchange Commission, regardless of whether any such filing is required under any rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation;(iii)to assume all liability stemming from any action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Stockholder or the Stockholder Nominee nominated by such Nominating Stockholder with the Corporation, its stockholders or any other person, including, without limitation, the Nomination Notice;(iv)to indemnify and hold harmless (jointly with all other members of a Nominator Group, if applicable) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys' fees) incurred in connection with any action, suit or proceeding (whether threatened, pending or completed), whether legal, judicial administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Stockholder or Stockholder Nominee to comply with, or any breach or alleged breach of, its, or his or her, as applicable, obligations, agreements or representations under or pursuant to this Section 13, or otherwise arising out of any nomination, solicitation or other activity by any Eligible Stockholder or any member of a Nominator Group in connection with its efforts pursuant to this Section 13;(v)to promptly (and in any event within forty-eight (48) hours of discovering such misstatement or omission) notify the Corporation and any other recipient of any misstatement or omission of information included in the Nomination Notice, or any other communication by the Nominating Stockholder (including with respect to any member of a Nominator Group) with the Corporation, its stockholders orA-6any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), and promptly notify the Corporation and any other recipient of the information that is required to correct the misstatement or omission; and(vi)in the event that the Nominating Stockholder (including any member of a Nominator Group) has failed to continue to satisfy the eligibility requirements described in Section 13(d), to promptly notify the Corporation; and(7)a written questionnaire and a written representation and agreement pursuant to Article IV Section 2 of these Bylaws (each in the form provided by the Secretary of the Corporation upon written request), which must be submitted within ten (10) days of the Nominating Stockholder's first submission of any information required by this Section 13(f).The information and documents required by this Section 13(f) shall be provided with respect to and executed by the Nominating Stockholder (and each member of a Nominator Group), and provided with respect to the persons specified in Instructions 1 and 2 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Stockholder or any member of a Nominator Group. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 13(f) (other than such information and documents required to be provided after the date the Nomination Notice is first submitted) have been delivered to or, if sent by mail, received by the Secretary of the Corporation.(g)Exclusion or Disqualification of Stockholder Nominees.(1)If, after the deadline for submitting a Nomination Notice as set forth in Section 13(e), a Nominating Stockholder becomes ineligible or withdraws its nomination or a Stockholder Nominee becomes ineligible or unwilling to serve on the Board, whether before or after the mailing of the definitive proxy statement, the Corporation:(i)shall not be required to include in its proxy statement or on any ballot or form of proxy the Stockholder Nominee or any successor or replacement nominee proposed by the Nominating Stockholder or by any other Nominating Stockholder; and(ii)may otherwise communicate to its stockholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Stockholder Nominee will not be included as a Stockholder Nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.(2)Notwithstanding anything to the contrary contained in this Section 13, the Corporation may omit from its proxy materials any Stockholder Nominee, and any information concerning such Stockholder Nominee (including a Nominating Stockholder's statement in support), and in such case such nomination shall be disregarded and no vote on such Stockholder Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation), and the Nominating Stockholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of the Stockholder Nominee, if:(i)the Corporation receives a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate any candidate for election to the Board at the annual meeting pursuant to the advance notice requirements for stockholder nominees set forth in Article III Section 12(a) of these Bylaws;(ii)the Nominating Stockholder has engaged in a "solicitation" within the meaning of Rule 14a-1(l) (or any successor thereof) under the Exchange Act with respect to the annual meeting, other than with respect to such Nominating Stockholder's Stockholder Nominee(s) or any nominee of the Board;(iii)the Nominating Stockholder has engaged in, other than with respect to such Nominating Stockholder's Stockholder Nominee(s) or any nominee of the Board, (A) an exempt solicitation as described in Rule 14a-2(b) (or any successor thereof) under the Exchange Act, or (B) anyA-7communication, as described in Rule 14a-1(l)(2)(iv) (or any successor thereof) under the Exchange Act, stating how the Nominating Stockholder intends to vote at the annual meeting and the reasons therefore;(iv)the Nominating Stockholder or the Authorized Group Member, as applicable, or any qualified representative thereof, does not appear at the annual meeting to present the nomination submitted in accordance with this Section 13;(v)the Board of Directors, acting in good faith, determines that such Stockholder Nominee's nomination or election to the Board would result in the Corporation violating or failing to be in compliance with these Bylaws or the Certificate of Incorporation, or any applicable law, rule or regulation to which the Corporation is subject, including the Stock Exchange Rules;(vi)the Stockholder Nominee has been, within the past three (3) years, an officer or director of a competitor, as defined for purposes of Section 8 (or any successor thereof) of the Clayton Antitrust Act of 1914, as amended; or(vii)the Nominating Stockholder has failed to continue to satisfy the eligibility requirements described in Section 13(d), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statement made not misleading), the Stockholder Nominee becomes unwilling or unable to serve on the Board or any violation or breach occurs of any of the obligations, agreements, representations or warranties of the Nominating Stockholder or the Stockholder Nominee under or pursuant to this Section 13.(3)Notwithstanding anything to the contrary contained in this Section 13, the Corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the statement in support of the Stockholder Nominee included in the Nomination Notice, if:(i)such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;(ii)such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any individual, corporation, partnership, association or other entity, organization or governmental authority;(iii)the inclusion of such information in the proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule or regulation; or(iv)the inclusion of such information in the proxy statement would impose a material risk of liability upon the Corporation.(4)The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Stockholder Nominee.(h)Interpretation. The Board (and any other person or body authorized by the Board, including, without limitation, the chairman of the relevant annual meeting) shall have the power and authority to interpret this Section 13 and to make any and all determinations necessary or advisable to apply this Section 13 to any persons, facts or circumstances, including the power to determine (1) whether one or more stockholders or beneficial owners qualifies as an Eligible Stockholder or Nominator Group, as applicable, (2) whether a Nomination Notice complies with this Section 13, (3) whether a Stockholder Nominee satisfies the qualifications and requirements in this Section 13, and (4) whether any and all requirements of this Section 13 have been satisfied. Any such interpretation or determination adopted in good faith by the Board (or any other person or body authorized by the Board, including, without limitation, the chairman of the relevant annual meeting) shall be binding on all persons, including the Corporation and its stockholders (including any beneficial owners). The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedures, and the defective nomination shall be disregarded.A-8Section 14.Section 13.Conduct of Meetings.A-9DaVita Inc.Employee Stock Purchase Plan2016 Amendment and RestatementTable of ContentsPageArticle I Purpose and Effective DateB-1Article II DefinitionsB-1Samantha A. Caldwell2.1 "Account"2.3 "Code"B-1Annex A2.4 "Committee"B-12.5 "Common Stock"B-12.6 "Company"B-12.7 "Continuous Employment"B-12.8 "Employee"B-12.9 "Exchange Act"B-12.10 "Fair Market Value"B-12.11 "Insider"B-12.12 "Leave of Absence"B-12.13 "Participant"B-22.14 "Plan"B-22.15 "Plan Broker"B-22.16 "Purchase Right"B-22.17 "Purchase Right Period"B-22.18 "Stockholders"B-22.19 "Subsidiary"B-2Article III Eligibility and ParticipationB-23.1 EligibilityB-23.2 Payroll WithholdingB-23.3 LimitationsB-33.4 Granting of Purchase RightsB-33.5 Establishment of AccountsB-3Article IV Purchase RightsB-34.1 Termination of Purchase RightsB-34.2 Exercise of Purchase RightsB-34.3 Termination EventB-44.4 Non-Transferability of Purchase RightsB-4Article V Common StockB-45.1 Shares Subject to PlanB-45.2 Adjustment Upon Changes in CapitalizationB-55.3 Proration of Purchase RightsB-5Article VI Plan AdministrationB-56.1 AdministrationB-56.2 IndemnificationB-5Article VII Amendment and TerminationB-67.1 Amendment and TerminationB-67.2 Stockholder ApprovalB-6Article VIII Miscellaneous MattersB-68.1 Uniform Rights and PrivilegesB-68.2 Application of ProceedsB-68.3 Notice of Disqualifying DispositionB-68.4 No Additional RightsB-68.5 Governing LawB-6B-iDaVita Inc.Employee Stock Purchase PlanArticle IPurposeEffective DateThe purpose oflosses on ownership changes, capacity closure charges, restructuring charges, accruals for legal matters and debt prepayment and refinancing charges. Note that the Plan isnon-GAAP measures presented for prior periods below have been conformed to provide incentivesthe non-GAAP measures presented for the current period. encourage stock ownership by, Employees of DaVita Inc. or any of its Subsidiaries whose Employees participate("Adjusted Earnings per Share") to compare and evaluate our performance period over period and relative to competitors, to analyze the underlying trends in the Planour business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe these non-GAAP measures also are useful to investors and analysts in orderevaluating our performance over time and relative to increase their proprietary interest in the success of the Company.The effective date of this 2016 Amendment and Restatement of the Plan is June 20, 2016.Whenever capitalized in the text, the following terms shall have the meanings set forth below.2.1"Account" shall mean the account established pursuant to Section 3.5 below to hold a Participant's contributions to the Plan.2.2"Board" shall mean the Board of Directors of DaVita Inc.2.3"Code" shall mean the Internal Revenue Code of 1986, as amended. Reference to any specific section of the Code shall be deemed to be a reference to any successor provision.2.4"Committee" shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan.2.5"Common Stock" shall mean the common stock of DaVita Inc.2.6"Company" shall mean DaVita Inc., a Delaware corporation,competitors, as well as any Subsidiary whose employees participate in analyzing the Plan with the consentunderlying trends in our business. Furthermore, we believe these presentations enhance a user's understanding of the Board.2.7"Continuous Employment" shall mean employment without interruptionour normal consolidated operating results by the Company. Employment shallexcluding certain items which we do not be considered interrupted because of:2.8"Employee" shall mean a worker whose earnings the Company reports on a Form W-2. This term doesnot include members of the Board of Directors unless they are employed by the Company in a positionin additionresult, adjusting for these amounts allows for comparison to their duties as a director.2.9"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.2.10"Fair Market Value" of Common Stock for any day shall be the last reported sale price on that day regular way, or if no such reported sale takes place on that day, the average of the last reported bid and ask prices on that day regular way, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed. If the national securities exchange is closed on such date, the "Fair Market Value" shall be determined as of the last preceding day on which the Common Stock was traded or for which bid and ask prices are available.2.11"Insider" shall mean a Participant who is subject to Section 16 of the Exchange Act.2.12"Leave of Absence" shall mean an unpaid leave of absence taken in accordance with the Company's leave of absence policy. A Participant will not be considered to have incurred a break in Continuous Employment becauseB-1of a Leave of Absence that does not exceed ninety (90) days. If the Leave of Absence exceeds ninety (90) days, the Participant will be deemed to have incurred a break in Continuous Employment on the ninety-first (91st) day, unless the Participant's rights to reemployment are guaranteed by statute or contract.2.13"Participant" shall mean an Employee who has been granted a Purchase Right under the Plan.2.14"Plan" shall mean the DaVita Inc. Employee Stock Purchase Plan.2.15"Plan Broker" shall mean a stock brokerage firm designated by the Committee to establish accounts for Common Stock purchased under the Plan by Participants.2.16"Purchase Right" shall mean a right to purchase Common Stock granted pursuant to the Plan.2.17"Purchase Right Period" shall mean the our normalized prior period beginning on January 1 or July 1 (whichever is applicable) and terminating on the immediately following December 31. (But see Section 4.3 below for special rules regarding the termination of a Purchase Right Period upon a Termination Event.)2.18"Stockholders" shall mean the holders of Common Stock.2.19"Subsidiary" shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.Article IIIEligibility and Participation3.1Eligibility.(a)All Employees of the Company who are scheduled to work at least twenty (20) hours per week are eligible to participate in the Plan, provided they have completed at least three (3) months of Continuous Employment prior to the first day of the Purchase Right Period. Notwithstanding the foregoing, Employees that are citizens or residents of a foreign jurisdiction (i) whose laws prohibit their participation in the Plan, (ii) whose participation would cause the Plan to not meet the eligibility requirements of I.R.C. Section 423, or (iii) where the burden to the Company of complying with local tax, securities and employment law does not warrant extending participation in the Plan in such foreign jurisdiction, may be deemed by the Committee as not eligible to participate in the Plan.(b)No Employee may be granted a Purchase Right if the Employee would immediately thereafter own, directly or indirectly, five percent (5%) or more of the combined voting power or value of all classes of stock of the Company or of a Subsidiary. For this purpose, an Employee's ownership interest shall be determined in accordance with the constructive ownership rules of Code Section 424(d).3.2Payroll Withholding.(a)Employees who have satisfied the eligibility conditions of Section 3.1 above may enroll as Participants by executing prior to the commencement of each Purchase Right Period a formresults.the Company on which they designate:(i)The dollar amount(not a percentage of compensation)operating activities from continuing operations less distributions to be deducted from their paychecks and contributed to their Accounts for the purchase of Common Stock, which shall not be less than ten dollars ($10.00) per payroll period; and/or(ii)The amount of funds, if any, which they will deposit at the beginning of the Purchase Right Period for the purchase of Common Stock.(b)Once selected, the rate of contributions for a Purchase Right Periodcannot be decreased or increased without terminating the Purchase Right. However, pursuant to rules and procedures prescribed by the Committee, a Participant may make additional contributions to make up for amounts that he or she failed toB-23.3Limitations.(a)Notwithstanding anything herein to the contrary, a Participant may not accrue a right to purchase shares of Common Stock at a rate that exceeds twenty-five thousand dollars ($25,000.00) per calendar year, determined in a manner consistent with Code Section 423(b)(8).(b)This limitation shall apply to the Participant's right to purchase Common Stock under the Plan and under all other employee stock purchase plans described in Code Section 423 that are maintained by the Company and its Subsidiaries.(c)This dollar limitation applies to the Fair Market Value of Common Stock determined at the time the Purchase Right is granted.3.4Granting of Purchase Rights. The price at which each share covered by a Purchase Right will be purchased will in all instances be thelesser of:(a)One hundred percent (100%) of the Fair Market Value of a share of Common Stock on the first day of the applicable Purchase Right Period; or(b)Eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the last day of that Purchase Right Period;provided, however, that such price will in no event be less than the price required under Code Section 423(b)(6).3.5Establishment of Accounts.(a)All amounts contributed by the Participant to the Plan (whether by means of payroll withholding or a lump sum advance contribution) will be deposited into a separate Account maintained for the Participant.(b)No interest will be earned on those contributions.(c)A Participant may not withdraw any amounts from his or her Account without terminating his or her Purchase Right pursuant to Section 4.1 below.4.1Termination of Purchase Rights.(a)A Participant may withdraw from the Plan at any time prior to the last day of the Purchase Right Period by submitting a form provided by the Company to the People Services Department of the Company. The Participant's Purchase Right shall terminate upon withdrawal from the Plan.(b)A Purchase Right shall terminate automatically if the Participant holding the Purchase Right ceases to be employed by the Company for any reason (including death, disability, or retirement) prior to the last day of the Purchase Right Period.(c)Upon the termination of a Purchase Right, all amounts held in the Participant's Account shall be refunded to the Participant.4.2Exercise of Purchase Rights.(a)Unless previously terminated, Purchase Rights will be exercised automatically on the last day of the Purchase Right Period.B-3(b)Except as provided in Section 3.2(b) above, payment for shares to be purchased at the termination of the Purchase Right Period may only be made from funds:(i)Deposited at the beginning of a Purchase Right Period; and/or(ii)Accumulated through payroll deductions made during the Purchase Right Period.(c)If the balance of the Participant's Account on the date of purchase exceeds the purchase price of the whole number of shares to be acquired, the surplus shall be applied to the next Purchase Right Period, unless the Company elects to distribute the remaining funds to the Participant or unless the Participant elects to receive a refund by submitting a form prescribed by the Committee to the People Services Department of the Company.(d)Following the end of each Purchase Right Period, the number of shares of Common Stock purchased by each Participant shall be deposited into an account established in the Participant's name at the Plan Broker, or otherwise transferred to or for the account of the Participant.(e)A Participant shall be free to make a disposition (as that term is defined in Code Section 424(c)) of the shares in the Participant's account at the Plan Broker at any time, whether by sale, exchange, gift, or other transfer of legal title, but in the absence of such a disposition of the shares, the shares must remain in the Participant's account at the Plan Broker until the holding period set forth in Code Section 423(a) has been satisfied. With respect to shares for which the holding period set forth in Code Section 423(a) has been satisfied, the Participant may move such shares to another brokerage account of the Participant's choice or request that such shares otherwise be transferred to or for the account of the Participant. (As of the effective date of the 2007 amendment of the Plan, the holding period set forth in Code Section 423(a) is the longer of two (2) years after the first day of the Purchase Right Period and one (1) year after the last day of the Purchase Right Period during which the shares were purchased by the Participant.)4.3Termination Event. The following provisions of this Section 4.3 shall apply, notwithstanding anything herein to the contrary.(a)A "Termination Event" shall be deemed to occur as a result of (i) a transaction in which the Company will cease to be an independent publicly-owned corporation, (ii) a sale or other disposition of all or substantially all of the assets of the Company, or (iii) a termination of the Plan.(b)The Purchase Right Period in which a Termination Event occurs shall terminatenoncontrolling interests and all Purchase Rights shall be automatically exercised immediately preceding the Termination Event. In the case of a Termination Event described in Section 4.3(a)(i) or 4.3(a)(ii) above, for purposes of determining the amount under Section 3.4(b), the Fair Market Value of the Common Stock on the last day of the Purchase Right Period shall be deemed to be equal to the per share consideration received in the transaction by the holders of the Common Stock.4.4Non-Transferability of Purchase Rights. A Purchase Right may not be assigned or alienated.5.1Shares Subject to Plan.(a)Effective June 20, 2016, the maximum number of shares of Common Stock which may be issued under the Plan is twelve million, five hundred thousand (12,500,000). The number of these shares shall be subject to adjustment pursuant to Section 5.2 below.(b)If any outstanding Purchase Right is terminated for any reason prior to its exercise, the shares allocable to the Purchase Right will again become subject to purchase under the Plan.(c)The Common Stock issuable under the Plan may be previously unissued or may have been reacquired by the Company in the open market (or otherwise).B-45.2Adjustment Upon Changes in Capitalization. Subject to the provisions of Section 4.3 above, if the outstanding shares of Common Stock are increased, decreased, or exchanged for different securities, through reorganization, merger, consolidation, recapitalization, reclassification, stock split, reverse stock dividend, or other similar transaction, a proportionate adjustment shall be made by the Committee to the:(a)Number, price,capital expenditures (including development capital expenditures, routine maintenance and kind of shares subject to outstanding Purchase Rights;information technology); plus contributions from noncontrolling interests and(b)Maximum number and kind of shares that are available for issuance under the Plan.5.3Proration of Purchase Rights. Should the total number of shares of Common Stock to be purchased pursuant to outstanding Purchase Rights on any particular date exceed the number of shares then available for issuance under the Plan:(a)The Committee shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis; and(b)The payroll deductions of each Participant, to the extent in excess of the aggregate purchase price payable for the Common Stock pro-rated to such individual, shall be refunded to the Participant.6.1Administration.(a)The Plan shall be administered by the Committee. The Committee shall have authority to:(i)Interpret the Plan;(ii)Prescribe rules and procedures relating to the Plan; and(iii)Take all other actions necessary or appropriate in connection with the administration of the Plan.(b)A majority of the members of the Committee shall constitute a quorum, and any action shall constitute the action of the Committee if it is authorized by a majority of the members:(i)Present at any meeting; or(ii)In writing without a meeting.(c)All decisions of the Committee shall be final and binding on all Participants.(d)No member of the Committee shall be liable for any action or inaction taken in good faith with respect to the Plan or any Purchase Right granted under it.6.2Indemnification.(a)To the maximum extent permitted by law, the Company shall indemnify each member of the Committee and each other member of the Board, as well as any other Employee with duties under the Plan, against expenses (including any amount paid in settlement or in satisfaction of a judgment) reasonably incurred by the individual in connection with any claims against the individual by reason of the performance of the individual's duties under the Plan. This indemnity shallnot apply, however, if:(i)It is determined in the action, lawsuit, or proceeding that the individual is guilty of gross negligence or intentional misconduct in the performance of those duties; or(ii)The individual fails to assist the Company in defending against any such claim.(b)Notwithstanding the above, the Company shall have the right to select counsel and to control the prosecution or defense of the suit. Furthermore, the Company shall not be obligated to indemnify any individual for anyB-5amount incurred through any settlement or compromise of any action unless the Company consents in writing to the settlement or compromise.Article VIIAmendment and Termination7.1Amendment and Termination. The Board may amend or terminate the Plan at any time by means of written action, except with respect to outstanding Purchase Rights. However, the preceding sentence shall not limit the ability of the Company to terminate the plan in accordance with Section 4.3 above.7.2Stockholder Approval. Within twelve (12) months after its adoption by the Board, the Stockholders must approve any amendment to the Plan that relates to:(a)The class of individuals eligible to participate; and(b)The aggregate number of shares to be granted under the Plan.Article VIIIMiscellaneous Matters8.1Uniform Rights and Privileges. The rights and privileges of all Participants under the Plan shall be the same.8.2Application of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuantself-developed properties. Free cash flow from continuing operations during the year ended December 31, 2017 has been recast to Purchase Rightsconform to this definition. Management uses this measure to assess our ability to fund acquisitions, repurchase shares and meet our debt service obligations and we believe this measure is equally useful to investors and analysts as an adjunct to cash flows from operating activities from continuing operations and other measures under GAAP.Year ended Year ended December 31, 2022 December 31, 2021 (dollars in millions) (dollars in millions) Operating income $ 1,339 $ 1,797 Closure charges 88 18 Severance and other costs 23 — Adjusted operating income $ 1,450 $ 1,815 Year ended December 31, 2022 (dollars in millions) Operating income $ 37 Closure charges 3 Severance and other costs 5 Adjusted operating income $ 44 Year ended December 31, 2017 (dollars in millions) Operating loss $ (329) Equity investment loss related to APAC JV goodwill impairment 6 Impairment of investment 280 Restructuring charges 2 Equity investment loss related to restructuring charges 1 Gain from APAC JV ownership changes (6) Adjusted operating loss $ (46) Year ended
December 31, 2022Year ended
December 31, 2021(Per share) (Per share) Diluted net income per share attributable to DaVita Inc. $ 5.85 $ 8.90 Closure charges 0.92 0.16 Severance and other costs 0.24 — Ballot initiative costs 0.53 — Related income tax (0.27) (0.04) Income tax impact related to prior legal settlement — 0.23 Net income from discontinued operations, net of tax (0.14) — Adjusted Earnings per Share $ 7.13 $ 9.24 Year ended
December 31, 2020(Per share) Diluted net income per share attributable to DaVita Inc. $ 6.31 Loss on changes in ownership interest, net 0.13 Accruals for legal matters 0.29 Debt refinancing charges 0.73 Closure charges 0.02 Ballot initiative costs 0.54 Related income tax (0.28) Net loss from discontinued operations, net of tax 0.08 Adjusted Earnings per Share $ 7.82 86 Year ended Year ended December 31, 2022 December 31, 2017 (dollars in millions) (dollars in millions) Net cash provided by continuing operating activities $ 1,565 $ 1,556 Distributions to noncontrolling interests (268) (211) Contributions from noncontrolling interests 15 75 Expenditures for routine maintenance and information
technology(431) (303) Expenditures for development and relocations (172) (507) Proceeds from sale of self-developed properties 109 58 Free cash flow from continuing operations $ 817 $ 668 be used for any corporate purpose.8.3Notice of Disqualifying Disposition. A Participant must notify the Company if the Participant disposes of stock acquired pursuantnot sum or recalculate due to the Plan prior to the expirationpresentation of the holding period set forth in Code Section 423(a) through any means other than through the Plan Broker.8.4No Additional Rights.(a)Neither the adoption of this Plan nor the granting of any Purchase Right shall:(i)Affect or restrict in any way the power of the Company to undertake any corporate action otherwise permitted under applicable law; or(ii)Confer upon any Participant the right to continue to be employed by the Company, nor shall it interfere in any way with the right of the Company to terminate the employment of any Participant at any time, with or without cause.(b)No Participant shall have any rights as a Shareholder with respect to any shares covered by a Purchase Right granted to the Participant until the Common Stock is actually issued to the Participant.(c)No adjustments will be made for cash dividends or other rights for which the record date is prior to the issuance of the Common Stock.8.5Governing Law.(a)The Plan and all actions taken under it shall be governed by and construed in accordance with the laws of the State of Delaware.(b)The provisions of this Plan shall be interpreted in a manner that is consistent with this Plan satisfying the requirements of Code Section 423.B-6
VOTE BY INTERNET - www.proxyvote.comDAVITA HEALTHCARE PARTNERS INC.2000 16THSTREETDENVER, CO 80202Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on Sunday, June 19, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on Sunday, June 19, 2016. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:E09762-P78969-Z67700KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DAVITA HEALTHCARE PARTNERS INC.
The Board of Directors recommends you vote FORall nominees in Proposal 1:1.Election of DirectorsNominees:ForAgainstAbstain1a. Pamela M. ArwayoooThe Board of Directors recommends you vote FORForAgainstAbstainProposals 2 through 5.1b. Charles G. Bergooo2.To ratify the appointment of KPMG LLP as ouroooindependent registered public accounting firm for1c. Carol Anthony Davidsonooofiscal year 2016.1d. Barbara J. Desoerooo3.To hold an advisory vote on executive compensation.ooo1e. Paul J. Diazooo4.To adopt and approve proposed amendments to ouroooAmended and Restated Bylaws to adopt proxy access.1f. Peter T. Grauerooo5.To adopt and approve an amendment to increase theooo1g. John M. Nehraooonumber of shares available under our Employee StockPurchase Plan by 7,500,000 shares.1h. William L. RoperoooThe Board of Directors recommends you vote AGAINST1i. Kent J. ThiryoooProposal 6.1j. Roger J. Valineooo6.To consider and vote upon a stockholder proposal oooregarding action by written consent, if properlypresented at the Annual Meeting.For address changes and/or comments, please check this box and write them on the back where indicated.oPlease indicate if you plan to attend this meeting.ooYesNoPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)DateImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.E09763-P78969-Z67700Annex B 
DAVITA HEALTHCARE PARTNERS INC.PROXYThis Proxy is solicited on behalf ofthe Board of Directors of DAVITA HEALTHCARE PARTNERS INC.The undersigned hereby appoints Kent J. Thiry and Martha Ha, or either of them, the true and lawful attorneys and proxies of the undersigned, with full power of substitution to vote all shares of the Common Stock, $0.001 par value per share, of DAVITA HEALTHCARE PARTNERS INC., which the undersigned is entitled to vote at the Annual Meeting of the Stockholders of DAVITA HEALTHCARE PARTNERS INC., to be held at 5:30 p.m., Mountain Daylight Time, on June 20, 2016 at 2000 16th Street, Denver, Colorado 80202, and any and all adjournments thereof, on the proposals set forth on the reverse side of this Proxy.Unless a contrary direction is indicated, this Proxy will be voted FOR all nominees listed in Proposal 1, FOR Proposals 2, 3, 4 and 5 and AGAINST Proposal 6. If specific instructions are indicated, this Proxy will be voted in accordance therewith.In their discretion, Kent J. Thiry and Martha Ha, or either of them, are authorized to vote upon such other matters as may properly come before the meeting. All Proxies to vote at said meeting or any adjournment heretofore given by the undersigned are hereby revoked. Receipt of the Statement dated May [ ], 2016 is hereby acknowledged.Statement88 
Address Changes/Comments:(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)Continued and to be signed on reverse side90 
