UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 28, 2026 (April 23, 2026)

 

HCA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-11239		27-3865930
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Park Plaza, Nashville, Tennessee		37203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value per share		HCA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

HCA Healthcare, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on April 23, 2026. At the Annual Meeting, a total of 209,777,472 shares of the Company’s common stock, out of a total of 223,568,966 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting, were represented in person or by proxy. Voting results from the Annual Meeting were as follows:

1. The following nine director nominees were elected to the Company’s Board of Directors for a one-year term, or until such director’s respective successor is duly elected and qualified or until such director’s earlier death, resignation or removal, as follows:

 

		For				Against				Abstentions				Broker Non-Votes
Thomas F. Frist III			187,441,344				7,941,596				51,198				14,343,334
Samuel N. Hazen			193,666,243				1,713,185				54,710				14,343,334
John W. Chidsey, III			193,625,050				1,749,879				59,209				14,343,334
Nancy-Ann DeParle			173,121,216				22,234,733				78,189				14,343,334
William R. Frist			191,413,785				3,970,200				50,153				14,343,334
Hugh F. Johnston			179,518,581				15,858,336				57,221				14,343,334
Michael W. Michelson			188,824,111				6,553,509				56,518				14,343,334
Wayne J. Riley, M.D.			186,133,512				9,085,173				215,453				14,343,334
Andrea B. Smith			189,234,726				6,136,191				63,221				14,343,334

2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified as follows:

 

For		Against		Abstentions		Broker Non-Votes
192,731,533		16,987,639		58,300		0

3. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2026 proxy statement was approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
182,386,619		12,758,446		289,073		14,343,334

4. The stockholder proposal regarding a report on healthcare consequences as described in the Proxy Statement was not approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
21,156,498		173,337,098		940,542		14,343,334

5. The stockholder proposal regarding shareholders’ right to act by written consent as described in the Proxy Statement was not approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
42,842,519		152,097,860		493,759		14,343,334

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 28, 2026