8-KLeadership ChangesExhibits & Filings

HCA Healthcare, Inc. 8-K Report, Executive Changes (Dec 28, 2011)

Filed December 28, 2011For Securities:HCA

Summary

This 8-K filing by HCA Healthcare, Inc. (HCA) announces a change in its Board of Directors. Specifically, on December 22, 2011, Wayne J. Riley, M.D., President and CEO of Meharry Medical College, was elected to the Board, effective January 1, 2012. This appointment increases the size of the Board to thirteen members. Dr. Riley will also serve on the Audit and Compliance Committee and the Patient Safety and Quality of Care Committee. This expansion of the Board and the addition of Dr. Riley, a prominent figure in medical education and leadership, signals a potential focus on governance and strategic oversight. Investors should note that Dr. Riley will receive compensation according to the company's non-employee director arrangements, with initial equity awards to be determined later. The filing also indicates that the company issued a press release on December 28, 2011, to announce this appointment.

Key Highlights

  • 1HCA Holdings, Inc. announced the election of Wayne J. Riley, M.D. to its Board of Directors, effective January 1, 2012.
  • 2Dr. Riley's appointment increases the total number of directors on the Board to thirteen.
  • 3Dr. Riley will serve on the Audit and Compliance Committee and the Patient Safety and Quality of Care Committee.
  • 4The appointment is in accordance with the company's Amended and Restated Certificate of Incorporation and a Stockholders' Agreement.
  • 5Dr. Riley will participate in the company's non-employee director compensation plan, with equity awards to be granted at a later date.
  • 6The company issued a press release on December 28, 2011, to formally announce this board change.

Frequently Asked Questions

Wayne J. Riley, M.D. is the President and Chief Executive Officer of Meharry Medical College. His election to the Board of Directors, effective January 1, 2012, brings his leadership and expertise in medical education and healthcare administration to HCA's governance structure. He will also serve on key committees, indicating a focus on financial oversight and quality of care.

The increase in the Board size to thirteen members was made to accommodate the appointment of the new director, Dr. Wayne J. Riley. This decision aligns with the company's governing documents and the Stockholders' Agreement, which allow the Board to determine its size and fill newly created directorships.

Dr. Riley will be compensated according to the standard arrangements for non-employee directors at HCA Holdings, Inc., as detailed in the company's prospectus dated March 9, 2011. Initial equity awards will be granted at a future date as determined by the Board.