DEF 14A

DEF 14A 1 d294830ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


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☒		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

HCA Healthcare, Inc.

(Name of Registrant as Specified In Its Charter)

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


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LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 21, 2022

Dear Stockholder:

On Thursday, April 21, 2022, HCA Healthcare, Inc. will hold its annual meeting of stockholders in a virtual meeting format only, via live webcast. The meeting will begin at 2:00 p.m. (CDT), and is being held for the following purposes:

To elect eleven nominees for director of the Company, nominated by the Board of Directors, with each director to serve until the 2023 annual meeting of the stockholders of the Company or until such director’s respective successor is duly elected and qualified;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers as described in the accompanying proxy statement (“say-on-pay”);

To consider and vote upon a stockholder proposal regarding political spending disclosure;

To consider and vote upon a stockholder proposal regarding lobbying disclosure; and

To transact such other business as may properly come before the meeting or any postponement or adjournment of the meeting.

Only stockholders that owned our common stock at the close of business on February 25, 2022 are entitled to notice of and may vote at this meeting. A list of our stockholders of record will be available at www.virtualshareholdermeeting.com/HCA2022 during the annual meeting.

References to “HCA,” “HCA Healthcare,” the “Company,” “we,” “us,” or “our” in this notice and the accompanying proxy statement refer to HCA Healthcare, Inc. and its applicable affiliates unless otherwise indicated.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, TO ENSURE THE PRESENCE OF A QUORUM, PLEASE VOTE PRIOR TO THE VIRTUAL ANNUAL MEETING OVER THE INTERNET OR BY TELEPHONE AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE, AND SIGN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING AND WISH TO VOTE YOUR SHARES DURING THE MEETING, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.

By Order of the Board of Directors,

John M. Franck II

Vice President — Legal and Corporate Secretary

Nashville, Tennessee

March 11, 2022

TABLE OF CONTENTS


QUESTIONS AND ANSWERS			2

COMPANY SUMMARY			10

CORPORATE GOVERNANCE			11

Director Independence			12

Executive Sessions			12

Criteria for Director Nomination			13

Board Diversity			14

Board Tenure			14

Stockholder Nominees			15

Board Leadership Structure			16

Board’s Role in Risk Oversight			16

Board Meetings and Director Attendance			17

Board and Committee Evaluations			17

Board Committees			18

Stockholder Engagement			21

Policy Regarding Communications with the Board of Directors			22

Corporate Governance Guidelines			22

Code of Ethics			23

Compensation Committee Interlocks and Insider Participation			23

Delinquent Section 16(a) Reports			23

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY			24

Board Oversight			24

COVID-19 Response			24

Patient-Centered Care			25

Equity of Care			25

Clinical Excellence			26

Our Colleagues			26

Nursing at HCA Healthcare			27

Community Investment			27

Environmental Responsibility			28

DIRECTORS			29

Nominees for Election			30

Director Compensation			35

PROPOSALS

Proposal 1 — Election of Directors			38

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			39

Proposal 3 — Advisory Vote on Executive Compensation			40

Proposal 4 — Stockholder Proposal: Political Spending Disclosure			41

Proposal 5 — Stockholder Proposal: Lobbying Disclosure			45



EXECUTIVE COMPENSATION			50

Compensation Risk Assessment			50

Compensation Discussion and Analysis			50

Compensation Committee Report			72

Executive Compensation Tables			73

2021 Summary Compensation Table			73

2021 Grants of Plan-Based Awards			75

Narrative Disclosure to 2021 Summary Compensation Table and 2021 Grants of Plan-Based Awards Table			76

Outstanding Equity Awards at 2021 Fiscal Year-End			78

Option Exercises and Stock Vested in 2021			80

2021 Pension Benefits			81

2021 Nonqualified Deferred Compensation			83

Potential Payments Upon Termination or Change in Control			84

2021 CEO Pay Ratio			90

OTHER INFORMATION			91

Certain Relationships and Related Person Transactions			91

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			92

Audit and Compliance Committee Report			94

Where to Find Additional Information			95

LOGO

Proxy Statement for Annual Meeting of Stockholders

to be held on April 21, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON THURSDAY, APRIL 21, 2022

The Company’s Proxy Statement and 2021 Annual Report to Stockholders are available on our website at www.hcahealthcare.com. Additionally, and in accordance with Securities and Exchange Commission Rules, you may access our proxy materials, including the Company’s Proxy Statement, form of Proxy Card and 2021 Annual Report to Stockholders, at https://materials.proxyvote.com/40412C.

Certain statements contained in this proxy statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward looking statements. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 2021 Annual Report on Form 10-K and subsequent Securities and Exchange Commission filings. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

QUESTIONS AND ANSWERS

1.	Q: WHEN WAS THIS PROXY STATEMENT FIRST MAILED OR MADE AVAILABLE TO STOCKHOLDERS?

A: This proxy statement was first mailed or made available to stockholders on or about March 11, 2022. Our 2021 Annual Report to Stockholders is being mailed or made available with this proxy statement. The 2021 Annual Report to Stockholders is not part of the proxy solicitation materials.

2.	Q: WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

A: Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to our proxy materials and 2021 Annual Report to Stockholders over the Internet. Accordingly, we are sending to our stockholders of record and beneficial owners a notice of Internet availability of the proxy materials (“Internet Notice”) instead of sending a paper copy of the proxy materials and 2021 Annual Report to Stockholders. All stockholders receiving the Internet Notice will have the ability to access the proxy materials and 2021 Annual Report to Stockholders on a website referenced in the Internet Notice or to request a printed set of the proxy materials and 2021 Annual Report to Stockholders. Instructions on how to access the proxy materials and 2021 Annual Report to Stockholders over the Internet or to request a printed copy may be found in the Internet Notice and in this proxy statement. In addition, the Internet Notice contains instructions on how you may request to receive our proxy materials and 2021 Annual Report to Stockholders in printed form by mail or electronically on an ongoing basis.

3.	Q: WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

A: At the annual meeting, stockholders will act upon the following matters outlined in the notice of meeting on the cover page of this proxy statement: the election of each of the directors nominated by the Board of Directors; the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022; an advisory resolution to approve our executive compensation as described in this proxy statement (“say-on-pay”); the consideration and vote upon a stockholder proposal regarding political spending disclosure, if properly presented; and the consideration and vote upon a stockholder proposal regarding lobbying disclosure, if properly presented. In addition, following the formal business of the meeting, our management team will be available to respond to questions from our stockholders.

4.	Q: WHO MAY ATTEND THE VIRTUAL ANNUAL MEETING?

A: Stockholders of record as of the close of business on February 25, 2022, or their duly appointed proxies, may attend the virtual annual meeting. The annual meeting will commence at 2:00 p.m. (CDT).

5.	Q: WHERE WILL THE ANNUAL MEETING BE HELD?

A: Due to public health concerns in connection with the COVID-19 pandemic, the annual meeting will be held in a virtual meeting format only, via live webcast. You will not be able to physically attend the annual meeting in person. The virtual annual meeting will be held at www.virtualshareholdermeeting.com/HCA2022. To attend and be able to vote, examine the list of our stockholders and ask questions during the annual meeting, you must enter the 16-digit control number found on your proxy card or notice you previously received. The list of stockholders of record will be available at www.virtualshareholdermeeting.com/HCA2022 during the annual meeting.

6.	Q: WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

A: Only stockholders of record as of the close of business on February 25, 2022 are entitled to receive notice of and participate in the annual meeting. As of the record date, there were 302,018,397 shares of our common stock outstanding. Every stockholder is entitled to one vote for each share held as of the record date. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the annual meeting.

7.	Q: WHO IS SOLICITING MY VOTE?

A: The Company’s Board of Directors is sending you this proxy statement in connection with the solicitation of proxies for use at the 2022 annual meeting. The Company pays the cost of soliciting proxies. Proxies may be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of our directors, officers, and employees, without additional compensation. In addition, we have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $16,000 plus associated costs and expenses. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of shares of our common stock, in which case we will reimburse these parties for their reasonable out-of-pocket expenses.

8.	Q: ON WHAT MAY I VOTE?

A: You may vote on the election of directors nominated to serve on our Board of Directors; the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022; the advisory say-on-pay resolution to approve our executive compensation; the stockholder proposal regarding political spending disclosure, if properly presented; and the stockholder proposal regarding lobbying disclosure, if properly presented.

9.	Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?

A: The Board unanimously recommends that you vote as follows:

•

FOR each of the director nominees;

•

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022;

•

FOR the advisory say-on-pay resolution to approve our executive compensation;

•

AGAINST the stockholder proposal regarding political spending disclosure; and

•

AGAINST the stockholder proposal regarding lobbying disclosure.

10.

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SEC Form DEF 14A filed by HCA Healthcare Inc.