Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2019, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”) approved the 2019 Board of Directors compensation program, effective immediately, pursuant to which eachnon-management director will receive quarterly payment of the following cash compensation, as applicable (prorated for partial years):
| | • | | $110,000 annual retainer for service as a Board member; |
| | • | | $15,000 annual retainer for service as a member of the Audit and Compliance Committee; |
| | • | | $10,000 annual retainer for service as a member on each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; |
| | • | | $30,000 annual retainer for service as Chair of the Audit and Compliance Committee; |
| | • | | $25,000 annual retainer for service as Chair of each of the Compensation Committee, Finance and Investments Committee, Nominating and Corporate Governance Committee or Patient Safety and Quality of Care Committee; |
| | • | | $100,000 annual retainer for service as the Chairman of the Board; and |
| | • | | $35,000 annual retainer for service as the independent presiding director. |
In addition to the director compensation described above, eachnon-management director will receive an annual board equity award with a value of $175,000, awarded upon joining the Board (prorated for months of service) and at each annual meeting of the stockholders thereafter. These equity grants consist of restricted share units ultimately payable in shares of the Company’s common stock and vest as to 100% of the award on the sooner of the date of the Company’s next annual stockholders’ meeting or the first anniversary of the grant date, subject to the director’s continued service on the Board. The restricted share units will also immediately vest upon the occurrence of a Change in Control (as defined in the applicable grant agreement). The directors may elect to defer receipt of shares under the restricted share units. Directors will also be reimbursed for their reasonable expenses incurred in connection with their service. Eachnon-management director is expected to directly or indirectly acquire a number of shares of the Company’s common stock with a value of five times the value of the annual cash retainer for a director’s service on the Board within five years from the date on which they are elected to the Board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2019, the Company filed with the Delaware Secretary of State an amendment to the Company’s Amended and Restated Certificate of Incorporation, to be effective May 1, 2019, eliminating the supermajority voting requirements therein. The Company’s Board of Directors has also adopted an amendment to the Company’s Amended and Restated Bylaws eliminating the supermajority voting requirements therein. Copies of the amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State, and the amendment to the Company’s Amended and Restated Bylaws reflecting the removal of such provisions are attached hereto asExhibit 3.1 andExhibit 3.2, respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on April 26, 2019 at the Company’s corporate headquarters in Nashville, Tennessee, a total of 308,712,186 shares of our common stock, out of a total of 343,511,563 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. Voting results from the Annual Meeting were as follows:
