HCA Healthcare, Inc. 8-K

What Happened
HCA Healthcare filed an 8-K reporting the results of its April 23, 2026 Annual Meeting of Stockholders. A total of 209,777,472 shares were represented (out of 223,568,966 outstanding). All nine director nominees were re-elected for one-year terms. Ernst & Young LLP was ratified as the company’s independent registered public accounting firm for 2026, and the company’s non-binding advisory vote on executive compensation was approved. Two shareholder proposals — a report on healthcare consequences and a written-consent right for shareholders — were not approved.

Key Details

• Shares represented: 209,777,472 of 223,568,966 outstanding as of the record date. Broker non-votes: 14,343,334.
• Directors re-elected (all elected): Thomas F. Frist III; Samuel N. Hazen; John W. Chidsey, III; Nancy-Ann DeParle; William R. Frist; Hugh F. Johnston; Michael W. Michelson; Wayne J. Riley, M.D.; Andrea B. Smith. Example vote counts: Samuel N. Hazen — 193,666,243 for, 1,713,185 against; Nancy-Ann DeParle — 173,121,216 for, 22,234,733 against.
• Auditor ratification: Ernst & Young LLP — 192,731,533 for, 16,987,639 against, 58,300 abstentions.
• Advisory "say-on-pay" approved: 182,386,619 for, 12,758,446 against, 289,073 abstentions; shareholder proposals failed (healthcare consequences: 21,156,498 for vs. 173,337,098 against; written-consent right: 42,842,519 for vs. 152,097,860 against).

Why It Matters
These results maintain the current board and governance direction, with management’s auditor and executive pay policy affirmed by shareholders. The failed shareholder proposals mean no additional reporting on healthcare consequences or change to written-consent rights will be implemented based on these votes. The presence of significant broker non-votes (14.3 million) and the margins on certain director votes are useful for investors monitoring shareholder engagement and governance trends.