HCA Healthcare, Inc. (HCA)
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AGM 2019

Apr 26, 2019

Speaker 1

Good afternoon. Good afternoon and welcome. I'm John Frank and I'll be serving as Secretary of HCA's 2019 Annual Meeting of Stockholders. For stockholders who are not attending in person, today's meeting is also being broadcast and recorded via webcast. Hopefully, everyone received a program agenda on their way in, but for those who did not and for those listening by webcast, please let me take a moment to provide an overview of today's meeting.

Mr. Milton Johnson, HCA's Chairman will call the formal meeting to order and introduce our Director nominees. Then we'll move on to the proposals described in detail in the proxy statement, which are the election of 11 Directors, the ratification of the appointment of Ernst and Young as HCA's independent registered public accounting firm, an advisory vote to approve the compensation of our named executive officers and the approval of amendments to the company's amended and restated certificate of incorporation to eliminate super majority voting requirements. After discussion of each of these items, you'll have the opportunity to vote if you've not already done so. Following the voting, we'll announce results adjourn the meeting.

At that time, we'll take questions from stockholders. The procedures for stockholders to make comments or raise questions is set forth in your meeting program. If you have a question or a comment that relates to a proposal being presented today, please signal 1 of the attendants, please wait for the Chairman to acknowledge you and then give your name and state whether you're a stockholder or hold the proxy for a stockholder. In an effort to provide all stockholders an opportunity to be heard today, we'd ask that comments be limited to 2 minutes. If you have any questions or comments that do not relate to a stockholder proposal today or a matter on the proxy, we would ask that you hold them until the question and answer session at the conclusion of today's meeting.

Now, it's my pleasure to introduce Mr. Milton Johnson. Thank you, John. It's my

Speaker 2

pleasure to welcome you to HCA's 2019 Annual Meeting of Stockholders and to call the meeting to order. I'd next like to introduce a few people. In addition to John, on stage with me is Sam Hazen, our Chief Executive Officer and Bill Rutherford, our Executive Vice President and Chief Financial Officer. Now let me introduce our Director nominees, Meg Crofton. Sam, please.

Mick Crofton, Ms. Crofton is our most recently appointed Board member and the retired President of The Walt Disney Company's Parks and Resorts Operations in the U. S. And France. Robert Dennis.

Mr. Dennis is Chairman, President and Chief Executive Officer of Genesco. Nancy Ann DeParle, Ms. DeParle is a founding partner of Constance Capital Partners Thomas Frist III, Mr. Frist is a principal of Frist Capital and a general partner of Fristco Partners.

William Frisk, Mr. Frisk is a Principal of Frisk Capital and a General Partner of Frisco Partners. Samuel Hazen, Mr. Hazen is the Chief Executive Officer of HCA. Charles Holliday Jr.

Mr. Holliday is Chairman of Royal Dutch Shell and the former Chairman and CEO of DuPont. Jeffrey Myers. Mr. Myers is a retired Chief Financial Officer and Executive Vice President and Treasurer of ManaCare.

Michael Michaelson, Mr. Michaelson is a Senior Advisory Partner of KKR and Company LP. Doctor. Wayne Riley. Doctor.

Riley is President of SUNY Health Science Center at Brooklyn. Doctor. John Rowe. Doctor. Rowe is a professor in the Department of Health Policy and Management at the Columbia University, Melman School of Public Health and the former Chairman and CEO of Aetna.

Today, I will be retiring as Chairman of the Board of HCA and I'm very pleased to announce that Thomas Frist III will assume the role of Chairman. I would also like to acknowledge and express my appreciation to Ms. Annie Lamont, who is also retiring as an HCA Board member today. Thank you, Annie. And please join me in expressing our appreciation to all of our directors for their exceptional commitment and outstanding service to HCA.

Next, I'd like to introduce Jim Parrott of Ernst and Young LLP, HCA's independent registered public accounting firm. He'll be available to answer any questions you may wish to ask later in the meeting. We are being assisted with the tabulation of proxies and ballots by a representative of Broadridge Financial Solutions. And now John, please give us your report.

Speaker 1

Thank you. The company is the company's Chief Financial Officer, Broadridge Financial Solutions to serve as Inspector of Election Annual Meeting. He's been duly sworn and has taken and signed and faithfully executed certain partiality and the best of their ability. The inspector has presented this preliminary report to me indicating the presence for. I have a certified list of stockholders record close of business March 7, 2019, record date for the meeting.

This list has been available for inspection and will remain available on or about March 15, notice of the availability of proxy materials for the company's medical records as of the record date. I have an affidavit certifying that proper notice was given to each of these affidavit will be filed with the meeting. At the close of business on the record date, there were 343,500,000 voting shares issued and outstanding. As of noon today, 308 point 7,000,000 shares were present in the first quarter by approximately 18.5%. This represents approximately 89.9 percent outstanding.

Speaker 2

Thanks, John. I declare a quorum present and we will now take up the business of the meeting. And the matters to be acted upon today will be considered in the order set out in the proxy statement. The polls are open for these proposals. The report of the Inspector of Election with respect to the votes cast will be given at the conclusion of the vote on all the items.

There may be stockholders present who have not already voted by proxy or who wish to change their previous proxy vote. If there is anyone in either of these categories, please raise your hand and we will provide you with a ballot. Those receiving a ballot are asked to print their names and the number of shares of stock being voted at the places indicated at the bottom of the ballot. The first order of business is the election of 11 directors to hold office until the annual meeting of stockholders in 2020 or until their successors are duly elected and qualified. I have already introduced the nominees and additional information about them is available in the proxy statement.

Board of Directors recommends that you vote for each of the director nominees. Is there any discussion regarding the director nominees? The company has not received timely notice that any other nominations by a stockholder is required under our amended and restated certificate of incorporation and our 2nd amended and restated bylaws. Therefore, I declare the nominations closed. If anyone is voting in person, please mark your ballot now on proposal number 1.

After voting has been completed by all matters on the agenda, ballots will be collected and counted. Let's proceed with the second item of business on the agenda, the ratification of Ernst and Young as the company's independent registered public accounting firm. The Audit and Compliance Committee and the Board of Directors recommend you vote for the ratification of the appointment of Ernst and Young as our independent registered public accounting firm of the company for the year ended December 31, 2019. Is there any discussion regarding the independent registered public accounting firm proposal? There being no comment on the proposal, the discussion is closed.

If anyone has a ballot, please vote on proposal number 2. 3rd item of business on the agenda is an advisory non binding vote on the compensation of the company's named executive officers as described in the company's proxy statement. The Board recommends a vote for the proposal. Is there any discussion regarding the say on pay proposal? There being no comment on the proposal, the discussion is closed.

If anyone has a ballot, please vote on proposal number 3. The 4th item of business on the agenda is the approval of amendments to the company's amended and restated certificate of incorporation to eliminate super majority voting requirements. As set forth in the proxy statement, the Board recommends a vote for the proposal. Is there any discussion regarding the amendment proposal? There being no comment on the proposal, the discussion is closed.

If anyone has a ballot, please vote on proposal number 4. That concludes the voting on the proposal set forth in the proxy statement. For those stockholders who have completed their ballots, we will now collect them. Seeing that all stockholders who wish to do so have had a chance to vote, I now declare the polls to be officially closed for all matters. Please bear with me for a few moments while I await the final report of the Inspector of Elections.

The Inspector of Election has presented this report to me, which is as follows. The 11 nominees named in the proxy statement have been elected as directors until the 2020 Annual Meeting or until their successors are duly elected and qualified. The appointment of Ernst and Young as HCA's independent registered public accounting firm has been ratified. The advisory vote to approve our executive compensation has been approved and the amendments to our amended and restated certificate of incorporation to eliminate supermajority voting requirements have been approved. The final voting requirements have been approved.

The final report of the Inspector will be filed with the minutes of this meeting. This concludes today's meeting and the meeting is adjourned. We're happy now to take any stockholder questions. Well, thank you. And if you are a stockholder, please remember that Mark Kimbrough in our Investor Relations department is always available to answer stockholders' questions.

We want to thank everyone who participated in today's meeting and thank you for your continuing interest in HCA Healthcare.

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