Who is Ann Huntress Lamont and why has she been appointed to the HCA Board?

Ann Huntress Lamont is the Managing Partner of Oak Investment Partners. She has been elected to the HCA Board of Directors to enhance the company's governance structure, particularly by increasing the independence of its key committees.

How does this appointment affect the size of the Board and existing committee members?

The Board's size has been increased to 14 members to accommodate Ms. Lamont's appointment. Concurrently, Messrs. Michael W. Michelson and Stephen G. Pagliuca have resigned from the Nominating and Corporate Governance Committee, effective upon Ms. Lamont's appointment to that committee.

Will Ms. Lamont receive special compensation for her role on the Board?

Ms. Lamont will participate in the standard compensation arrangements for independent directors, as previously outlined in the company's proxy statement for its 2013 annual meeting.

HCA 8-K: Leadership Changes

Q: What is the significance of Ms. Lamont joining the Compensation and Nominating and Corporate Governance Committees?

Her appointment to these committees strengthens their independence. With Ms. Lamont as a member, a majority of directors on both the Compensation Committee and the Nominating and Corporate Governance Committee are now independent, which is a positive signal for good corporate governance and alignment with shareholder interests.

Summary

This Form 8-K filing from HCA Healthcare, Inc. (HCA) on May 9, 2013, primarily announces a change to the company's Board of Directors. Ann Huntress Lamont, Managing Partner of Oak Investment Partners, has been elected to the Board, effective immediately. This appointment expands the Board to 14 members and strengthens its independence, as Ms. Lamont is considered independent under NYSE and SEC standards. Her addition is particularly noteworthy as she will also serve on the Compensation Committee and the Nominating and Corporate Governance Committee. This move enhances the independence of both these key committees, with a majority of their members now being independent directors. The company is adhering to its existing director compensation arrangements and has filed a press release detailing this appointment.

Key Highlights

1Appointment of Ann Huntress Lamont as a new independent director to the Board of Directors.
2Ms. Lamont will serve on the Compensation Committee and the Nominating and Corporate Governance Committee.
3The Board of Directors size increased to 14 members.
4Strengthening of Board and committee independence, with a majority of Compensation and Nominating/Governance committee members now being independent.
5Ms. Lamont's appointment is in accordance with the company's Stockholders' Agreement.
6Her compensation will follow the established independent director arrangements.
7A press release announcing the appointment was issued and attached as an exhibit.

HCA Healthcare, Inc. 8-K Report, Executive Changes (May 9, 2013)

Summary

Key Highlights

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