8-KLeadership ChangesExhibits & Filings

HCA Healthcare, Inc. 8-K Report, Executive Changes (Jan 17, 2018)

Filed January 17, 2018For Securities:HCA

Summary

HCA Healthcare, Inc. (HCA) filed an 8-K on January 17, 2018, to announce a key change in its Board of Directors. The Board elected Michael W. Michelson as a new director, increasing the Board's size to 12 members. Mr. Michelson has been deemed independent and will serve on the Audit and Compliance Committee and the Finance and Investments Committee. This appointment brings additional expertise to HCA's governance structure, particularly within critical oversight committees. Investors should note that Mr. Michelson will participate in the existing non-management director compensation program. The company also attached the press release announcing this change as an exhibit to the filing.

Key Highlights

  • 1HCA Healthcare appointed Michael W. Michelson as a new independent director to its Board.
  • 2The Board size was increased from 11 to 12 members to accommodate the new director.
  • 3Mr. Michelson will serve on the Audit and Compliance Committee and the Finance and Investments Committee.
  • 4Mr. Michelson has been determined to be independent under NYSE, SEC, and company guidelines.
  • 5The appointment is in accordance with HCA's Amended and Restated Certificate of Incorporation.
  • 6Mr. Michelson will be compensated under the company's standard non-management director compensation program.
  • 7The company issued a press release on January 17, 2018, detailing this board change.

Frequently Asked Questions

Michael W. Michelson was elected as a new independent director to HCA Healthcare's Board of Directors. His appointment aims to enhance the Board's expertise and oversight capabilities, particularly within the Audit and Compliance and Finance and Investments Committees. He has been deemed independent according to relevant listing standards and company policies.

The election of Mr. Michelson increased the size of the HCA Healthcare Board of Directors from 11 to 12 members. This expansion was made to accommodate the new director, and he has been confirmed as an independent member.

Mr. Michelson has been appointed as a member of HCA Healthcare's Audit and Compliance Committee and its Finance and Investments Committee.

No, Mr. Michelson will participate in HCA Healthcare's existing non-management director compensation program, as previously disclosed in the company's April 28, 2017, 8-K filing. No special or additional compensation arrangements were detailed in this report.