Tenet Healthcare (THC) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 4, 2017

(Date of earliest event reported)

TENET HEALTHCARE CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	1-7293	95-2557091
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1445 Ross Avenue, Suite 1400

Dallas, Texas 75202

(Address of principal executive offices, including zip code)

(469)893-2200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The 2017 annual meeting of shareholders of Tenet Healthcare Corporation (the “Company”) was held on May 4, 2017.

(b) The Company’s shareholders (1) elected all 12 of the nominees for director, (2) approved, on an advisory basis, the Company’s executive compensation, (3) approved, on an advisory basis, that future advisory votes on executive compensation be held annually, (4) approved the material terms of the performance goals under the Third Amended Tenet Healthcare Corporation Annual Incentive Plan, and (5) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2017.

The final results of voting on each of the matters submitted to a vote are set forth below. Abstentions and brokernon-votes were counted for purposes of determining whether a quorum was present but were not counted as votes cast on any matter.

1. Election of directors:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
John P. Byrnes		77,969,564		2,704,456		139,956		11,854,695
Trevor Fetter		76,394,312		4,258,141		161,523		11,854,695
Brenda J. Gaines		79,116,474		1,572,741		124,761		11,854,695
Karen M. Garrison		79,638,936		1,048,820		126,220		11,854,695
Edward A. Kangas		79,239,055		1,465,409		109,512		11,854,695
J. Robert Kerrey		79,713,490		990,271		110,215		11,854,695
Richard R. Pettingill		79,045,565		1,657,788		110,623		11,854,695
Matthew J. Ripperger		77,202,931		3,499,151		111,894		11,854,695
Ronald A. Rittenmeyer		78,890,108		1,743,400		180,468		11,854,695
Tammy Romo		79,739,575		949,680		124,721		11,854,695
Randolph C. Simpson		77,764,917		2,909,451		139,608		11,854,695
Peter M. Wilver		77,497,386		3,183,952		132,638		11,854,695

2. Approval, on an advisory basis, of the Company’s executive compensation:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	58,579,115		22,123,096		111,765		11,854,695

3. Approval, on an advisory basis, of the frequency of future advisory votes to approve the Company’s executive compensation:

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTES
	80,297,473		101,044		283,560		131,899		11,854,695

4. Approval of the material terms of the performance goals under the Third Amended Tenet Healthcare Corporation Annual Incentive Plan:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	77,799,037		2,908,878		106,061		11,854,695

5. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2017:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	91,797,414		806,337		64,920		—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TENET HEALTHCARE CORPORATION
By:	/s/ Paul A. Castanon
	Paul A. Castanon
	Vice President, Deputy General Counsel and Corporate Secretary

Date: May 5, 2017