HCA Healthcare AGM: Directors Elected, Pay Vote Passes as Shareholder Proposals Fail

Key Points

• All nine directors were elected and shareholders ratified Ernst & Young and approved the advisory vote on executive compensation, with roughly 94% of shares represented at the virtual meeting.
• Both shareholder proposals were defeated — one requesting a report on alleged healthcare problems at Mission Hospital after multiple immediate‑jeopardy citations and staffing losses, and one to permit written‑consent shareholder actions — while CEO Samuel Hazen defended HCA’s response, citing about $750 million of investment and a CMS four‑star rating.

HCA Healthcare NYSE: HCA held its 2026 Annual Meeting of Stockholders virtually, where shareholders voted to elect directors, ratify the company’s auditor, approve an advisory resolution on executive compensation, and consider two shareholder proposals focused on operational and governance issues.

Meeting logistics and voting participation

John Franck, vice president and legal and corporate secretary, opened the meeting and outlined the five proposals included in the proxy statement: the election of nine directors; ratification of Ernst & Young LLP as independent registered public accounting firm; an advisory vote on executive compensation; a shareholder proposal requesting a report on “healthcare consequences”; and a shareholder proposal seeking the right for shareholders to act by written consent.

Franck reported that, as of the record date of Feb. 23, 2026, the company had approximately 224 million shares issued and outstanding. As of noon on the day of the meeting, about 210 million shares were virtually present or represented by proxy, representing roughly 94% of outstanding shares. Thomas Frist III, chairman of the board, declared a quorum present and opened the polls.

Board nominees and director changes

Frist introduced the director nominees in attendance and their current roles, including John Chidsey (president and CEO of Norwegian Cruise Line Holdings Limited), Nancy-Ann DeParle (founding and managing partner of Consonance Capital Partners), William Frist (principal of Champion & Company, Inc.), Samuel Hazen (CEO of HCA Healthcare), Hugh Johnston (senior executive vice president and CFO of The Walt Disney Company), Michael Michelson (retired member of KKR Management, LLC), Dr. Wayne Riley (president of SUNY Downstate Health Sciences University), Andrea Smith (retired chief administrative officer of Bank of America Corporation), and Frist himself (founder and managing principal of Frist Capital, LLC).

Frist also recognized Robert Dennis, who was retiring from the board at the meeting. Dennis has served as a director since 2014 and, according to Frist, chaired the Compensation Committee and served on the Finance and Investments Committee and the Nominating and Corporate Governance Committee.

Shareholder proposals focus on Mission Hospital and written consent

Two shareholder proposals were presented during the meeting, both of which the board recommended shareholders vote against.

Julie Mayfield, a shareholder and private investor who said she is a resident of Asheville, North Carolina, serving her third term in the North Carolina Senate, presented Proposal 4 requesting the board publish a report on “healthcare consequences.” Mayfield said her concerns stem from HCA’s management of Mission Hospital and cited “two additional immediate jeopardy citations in October 2025 and January 2026,” describing the facility as having “four immediate jeopardy citations in the last five years” and “two EMTALA violations.” She said each immediate jeopardy citation involved “multiple patient deaths” and described a six-month compliance period involving an outside consultant.

Mayfield also raised staffing concerns, saying an “exodus of hundreds of nurses” led to increased reliance on travel nurses and signing bonuses “reaching $50,000.” She said “a third of the nurses currently working at Mission are travelers,” up from a quarter the prior year, and that Mission relies on traveling physicians to offset “the 200-plus physicians that have left since 2019.” She argued that reputational, regulatory, and legal risks could affect shareholder value and said the requested report would help investors assess whether issues at one facility are isolated or part of a broader pattern.

John Chevedden, a shareholder and private investor, presented Proposal 5 seeking to permit shareholder action by written consent without “discrimination or restriction based on length of stock ownership.” Chevedden disputed what he described as the company’s framing of the proposal, arguing shareholders are best served by having both the right to act by written consent and the right to call a special meeting. He also characterized HCA’s existing special meeting provisions as weak and contended that written consent effectively requires majority support based on all shares outstanding.

Preliminary results: directors elected; shareholder proposals fail

After voting closed, Frist read the preliminary results provided by the inspector of election. Shareholders elected all nine director nominees and approved the ratification of Ernst & Young LLP as the company’s auditor for the year ending Dec. 31, 2026. The advisory vote on named executive officer compensation was also approved.

Both shareholder proposals were not approved, including the proposal requesting a report on healthcare consequences and the proposal regarding the right to act by written consent. Frist said the company would file a Form 8-K with final voting results within four business days.

Q&A: CEO addresses Mission Hospital concerns

During the question-and-answer portion following adjournment, shareholders asked whether CEO Samuel Hazen would come to Asheville to discuss community concerns and why Mission Health has faced repeated controversies, including what a question described as a “fourth immediate jeopardy.”

Hazen responded by calling Mission Hospital “a great hospital” and said HCA recognizes its “important role and special responsibility” in western North Carolina. He said, “Today, CMS grades Mission as a four-star hospital,” and highlighted programs including trauma, cardiac, and stroke care. Hazen also said HCA has “invested heavily” in the area, totaling “almost three-quarters of a billion dollars since we took over Mission Hospital,” and added that the company established a nursing school to address workforce shortages.

Hazen said he travels to Asheville frequently and has visited community leaders, stakeholders, and hospital staff, adding that he would continue doing so. He said he is “encouraged by the progress” teams are making to address areas of concern and “enhance the quality of care.”

About HCA Healthcare NYSE: HCA

HCA Healthcare is a for‑profit operator of healthcare facilities headquartered in Nashville, Tennessee. Founded in 1968, the company owns and operates a network of hospitals and related healthcare facilities and has grown through organic expansion and acquisitions to become a large provider of inpatient and outpatient services.

The company's core activities include the operation of acute care hospitals, freestanding surgical and emergency centers, and outpatient clinics. HCA's services encompass inpatient care, surgical services, emergency medicine, diagnostic imaging and laboratory testing, and various outpatient and ambulatory care offerings.

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