Good day, and welcome to the HCA Healthcare's 2026 Annual Meeting of Stockholders. I would now like to turn the conference over to John Franck, Secretary of HCA. Please go ahead.
Thank you, and good afternoon, and welcome. I'm John Franck, and I'll be serving as Secretary of the HCA Healthcare's 2026 Annual Meeting of Stockholders. We're holding this meeting virtually via webcast. The meeting program and the rules of procedure for today's meeting are available on the meeting website at www.virtualshareholdermeeting.com/HCA2026. Mr. Thomas Frist, III, HCA's Chairman, will call the formal meeting to order and introduce our director nominees.
We'll move on to the proposals described in detail in the proxy statement, which are the election of nine directors, the ratification of the appointment of Ernst & Young LLP as HCA Healthcare's independent registered public accounting firm, an advisory vote to approve the compensation of our named executive officers, the consideration of and voting on a stockholder proposal regarding a report on healthcare consequences, and the consideration of and voting on a stockholder proposal regarding shareholders' right to act by written consent. Until the voting is closed following the discussion of all of the proposals properly brought before the meeting, you may vote your shares using the vote function of the meeting website, if you have not already done so.
If you have a question or comment that relates to a proposal being presented, please submit it through the meeting website as soon as possible and prior to the discussion of the proposal to permit the chairman time to discuss and address the question. Following the close of voting, we'll announce the preliminary results and formally adjourn the meeting. Other appropriate questions submitted through the meeting website may be addressed in the question and answer session after the adjournment of the meeting, time permitting. Now it's my pleasure to introduce Mr. Thomas Frist, III.
Thanks, John. It's my pleasure to welcome you to the HCA Healthcare's 2026 Annual Meeting of Stockholders and to call the meeting to order. I'd like to introduce a few people. In addition to John, here with me are Sam Hazen, our Chief Executive Officer, Mike Marks, our Executive Vice President and Chief Financial Officer, and Frank Morgan, our Vice President of Investor Relations. Now let me introduce our director nominees who are in attendance. John Chidsey.
Mr. Chidsey is the President and Chief Executive Officer of Norwegian Cruise Line Holdings Limited. Nancy-Ann DeParle. Ms. DeParle is a founding and managing partner of Consonance Capital Partners. William Frist. Mr. Frist is a principal of Champion & Company, Inc. Samuel Hazen. Mr. Hazen is the Chief Executive Officer of HCA Healthcare. Hugh Johnston. Mr. Johnston is the Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company.
Michael Michelson. Mr. Michelson is a retired member of KKR Management, LLC. Dr. Wayne Riley. Dr. Riley is President of SUNY Downstate Health Sciences University. Andrea Smith. Ms. Smith is the retired Chief Administrative Officer of Bank of America Corporation. Myself, Thomas Frist, III. I'm founder and managing principal of Frist Capital, LLC. I would also like to acknowledge and express my appreciation to Mr. Robert Dennis, who is retiring as an HCA Healthcare board member today. Mr. Dennis has been a director of the company since 2014 and has been an invaluable member of the board, contributing his thoughtful leadership and business expertise and serving as chair of the Compensation Committee and as a member of the Finance and Investments Committee and Nominating and Corporate Governance Committee.
On behalf of the board, I would like to express our sincere appreciation for the leadership and many important contributions that Mr. Dennis has made to the company and wish him all the best. Next, I'd like to introduce Doug Rohleder of Ernst & Young LLP, HCA Healthcare's independent registered public accounting firm. He will be available to answer 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. Now, John, please give us your report.
Thank you, Mr. Chairman. The company has appointed Ken Franke of Carideo Group on behalf of Broadridge Financial Solutions to serve as Inspector of Election of this annual meeting. He's been duly sworn and has taken and signed an oath to faithfully execute his duties with strict impartiality and to the best of his ability. The inspector has presented his preliminary report to me indicating the presence of a quorum.
I have a certified list of stockholders of record at the close of business on February 23, 2026, the record date for this meeting. This list has been available for inspection by stockholders for the 10 days prior to this meeting. On or about March 13th, notice of the availability of proxy materials for this meeting was mailed to each stockholder of record as of the record date.
I have an affidavit certifying that proper notice was given to each of these stockholders. The affidavit will be filed with the minutes of this meeting. At the close of business on the record date, there were approximately 224 million shares issued and outstanding. As of noon today, 210 million shares were virtually present or represented by proxy at this meeting. This represents approximately 94% of the company's outstanding stock.
Thanks, John. I declare a quorum present and will now take up the business of the meeting. The matters to be acted upon today will be considered in the order set out in the proxy statement. It is now 2:06 P.M. Central Time, and I declare the polls are open for voting on these proposals. The report of the Inspector of Election with respect to the votes cast will be given after the polls have been closed and voting has concluded on all items properly brought before the meeting. There may be stockholders virtually attending the meeting who have not already voted by proxy or who wish to change their previous proxy vote. If there's anyone in either of these categories, please submit your vote through the meeting website while the polls remain open.
You may submit a vote on any proposal properly brought before the meeting or change any previously submitted vote at any time while the polls remain open. The first order of business is the election of nine directors to hold office until the annual meeting of stockholders in 2027 or until their successors are duly elected and qualified. I've already introduced the nominees and additional information about them is available in the proxy statement. The Board of Directors recommends that you vote for each of the director nominees. I will now pause to address any questions submitted regarding the director nominees.
There are no questions on the proposal.
If anyone is voting through the meeting website, please submit your vote now on proposal number one. After voting has been completed on all matters properly brought before the meeting and the polls have been closed, the votes for each item will be counted. Let's proceed with the second item of business on the agenda, the ratification of Ernst & Young LLP as the company's independent registered public accounting firm. The Audit and Compliance Committee and the Board of Directors recommend that you vote for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the year ending December 31st, 2026. I will now pause to address any questions submitted regarding the ratification of Ernst & Young LLP as the company's independent registered public accounting firm.
There are no questions on the proposal.
There being no questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on proposal number two. The third 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. I will now pause to address any questions submitted regarding the advisory non-binding vote on the compensation of the company's named executive officers.
There are no questions on the proposal.
There being no questions on the proposal, the discussion is closed. If anyone is voting through the meeting website, please vote now on proposal number three. The fourth item of business on the agenda is a stockholder proposal proposed and presented by Ms. Julie Mayfield, requesting that the board of directors publish a report on healthcare consequences as described in the company's proxy statement. The proponent will have up to four minutes to present the proposal. The board has considered the proponent's proposal and recommends a vote against it. Ms. Mayfield, you may now present your proposal.
Thank you and good afternoon. My name is Julie Mayfield, and I am a resident of Asheville, North Carolina, serving my third term in the North Carolina Senate. While I filed this shareholder resolution as an individual, my concerns stem from my service in elected office and my observations of the detrimental impact HCA's management of Mission Hospital has had on my constituents and throughout western North Carolina.
As the only tertiary care hospital and trauma center in our 18-county region, Mission Hospital is a critical piece of our infrastructure. It should be in everyone's interest that the hospital runs smoothly and provides consistently safe, high-quality care. That has not been the case for several years. This resolution is essentially the same one as I presented last year, updated to reflect two additional immediate jeopardy citations in October 2025 and January 2026.
Mission Hospital has now had four immediate jeopardy citations in the last five years, three in the last two years, and two in the last six months. Each citation involved multiple patient deaths. Currently, Mission is in a six month compliance period that involves an outside consultant advising hospital leadership on needed changes. Investors should ask why the largest hospital company in the country needs to pay an outside consultant to tell it how to run a hospital. The repeated immediate jeopardy findings and two EMTALA violations at Mission represent multiple operational failures in patient safety that are a direct threat to shareholder value as they jeopardize the hospital's Medicare and Medicaid revenue. I will say here, as I always do, that we do not hold the Mission staff, nurses, and physicians responsible for the problems cited by CMS.
I also recognize that patients can and do receive excellent care at Mission, but two things can be true at once, and serious execution deficiencies clearly persist. Regarding staffing, the exodus of hundreds of nurses has forced an increased reliance on high-cost travel nurses and signing bonuses reaching $50,000. A third of the nurses currently working at Mission are travelers, up from a quarter last year. Mission likewise relies heavily on traveling physicians to make up for the 200-plus physicians that have left since 2019.
This outsized reliance on traveling medical professionals contributes to margin erosion that traditional financial models may underestimate. Investors should not ignore the reputational risk Mission presents to HCA. The disconnect between HCA's brand promise and Mission's well-publicized operational reality has likely caused permanent brand damage in key markets and has definitely limited its ability to expand in North Carolina, the third fastest-growing state in the country.
Investors should also know that federal, state, and local elected officials and bodies are taking action in response to HCA's deficiencies. Patient safety failures, regulatory censure, multiple lawsuits, clinician attrition, limitations on expansion, and community backlash are leading indicators of future financial underperformance, not secondary concerns. The requested report would give shareholders visibility into whether the costly inefficiencies, reputational harm, and legal and financial risks identified at one facility are unique or part of a broader pattern across HCA's recent acquisitions.
It would enable investors to properly assess the full scope of these risks. On behalf of my friends, family, and constituents, I appeal to your conscience and urge you to support measures that would ensure HCA is not prioritizing short-term profits over people. If not based on conscience, I urge you to vote for this proposal because ignoring the red flags at Mission today could have long-term negative implications for HCA tomorrow. Thank you.
Thank you, Ms. Mayfield. Included in the company's proxy statement beginning on page 42 is a more complete description of the board's reasoning behind its opposition to the stockholder proposal. I will now pause to address any questions submitted regarding the stockholder proposal as described in the company's proxy statement. There are no additional questions. There being no questions on the proposal, discussion is closed. If anyone is voting through the meeting website, please vote now on proposal number four.
The fifth item of business on the agenda is a stockholder proposal proposed and presented by Mr. John Chevedden regarding the shareholder's right to act by written consent as described in the company's proxy statement. The proponent will have up to four minutes to present the proposal. The board has considered the proponent's proposal and recommends a vote against the proposal. Mr. Chevedden, please present your proposal.
Hello, this is John Chevedden. Proposal five, shareholder right to act by written consent. Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting, at which all shareholders are entitled to vote thereon were present at voting without any discrimination or restriction based on length of stock ownership. HCA has a flawed statement next to this Proposal five. Proposal five does not ask shareholders to choose between a shareholder right to act by written consent and a shareholder right to call for a special shareholder meeting. Shareholders are best served when they have both rights.
HCA's current shareholder right to call for a special shareholder meeting is so weak that this creates an added incentive for HCA shareholders to have a right to act by written consent. For instance, a substantial block of HCA shares are completely disqualified from formal participation in calling for a special shareholder meeting. Where is the principle of democracy in this disqualification? Shame on HCA for suggesting that shareholders limit themselves to one shareholder right when HCA shareholders are entitled to two shareholder rights under state law. HCA does not understand the right to act by written consent. Written consent is a shareholder right that requires the formal backing of an HCA majority based on all shares outstanding.
This majority support requirement, in reality, is much more than majority support because it is not economically possible to contact a significant percent of HCA shares to get their formal backing. Thus, for an issue to still get majority support based on all shares outstanding, under a written consent, it could need 70% support from the HCA shares that are economically possible to reach. HCA shares that are economically possible to reach are the HCA shares that are the most informed and have the greatest incentive to cast an informed ballot. The potential need for 70% support makes written consent more democratic than the right to call for a special shareholder meeting. Please vote yes. Shareholder right to act by written consent, proposal five.
Thank you, Mr. Chevedden. Included in the company's proxy statement beginning on page 47 is a more complete description of the board's reasoning behind its opposition to the stockholder proposal. I will now pause to address any questions submitted regarding the stockholder proposal as described in the company's proxy statement. There are no questions on the proposal. There being no questions on the proposal, discussion is closed.
If anyone is voting through the meeting website, please vote now on proposal number five. That concludes the voting on the proposal set forth in the proxy statement properly brought before the meeting. I will pause briefly to allow shareholders to submit any final votes. It is now 2:17 P.M. Central Time, and I declare the polls to be officially closed for voting on all matters properly brought before the meeting.
The secretary has presented the preliminary report of the inspector of election to me, which is as follows. The nine nominees named in the proxy statement have been elected as directors to serve until the 2027 annual meeting or until their successors are duly elected and qualified. The appointment of Ernst & Young LLP as HCA Healthcare's independent registered public accounting firm has been ratified. The advisory vote on the compensation of the company's named executive officers has been approved.
The stockholder proposal regarding a report on healthcare consequences has not been approved, and the stockholder proposal regarding shareholders' right to act by written consent has also not been approved. The company will file with the SEC a current report on Form 8-K, setting forth the final voting results as reported by the Inspector of Election within four business days following the meeting. This concludes today's virtual meeting and the meeting is adjourned. We are now happy to address appropriate questions that have been submitted by stockholders through the meeting website.
Yes, we have a couple of questions. The first one is: Will Sam Hazen come to Asheville, North Carolina, to have a civil discussion about the community's concerns about HCA with local elected officials and staff?
Let me take this one too, it's similar.
Okay. Related, the repeated problems and controversies at Mission Health in Asheville is hurting HCA's reputation. The fourth immediate jeopardy is but one example. Why is the facility such an outlier, and why aren't the problems being fixed?
All right. Thank you for those questions. Let me start off by saying Mission Hospital is a great hospital. We recognize the important role and special responsibility it has in Western North Carolina. I'm very proud of our people, our caregivers, our physicians, and what they do day in and day out. Their commitment to the hospital and the community is unyielding. It was on display during the Hurricane Helene situation. Today, CMS grades Mission as a four-star hospital.
CMS is the federal government's Centers for Medicare and Medicaid Services. They have wonderful programs in trauma, cardiac, stroke care, and so many other areas. We've invested heavily in Asheville, North Carolina, almost three-quarters of a billion dollars since we took over Mission Hospital. We've added a nursing school to deal with some of the workforce shortages and so forth in that community, but we still have more work to do.
In my normal travels, I go to Asheville, North Carolina, frequently. I have visited with community leaders and key stakeholders and our people at our hospitals numerous times, and I will continue to do that in the future. I'm encouraged by the progress that the teams are making to shore up any areas of concern that will enhance the quality of care at that hospital and for any patient that enters any one of our facilities at Mission Hospital or across all of western North Carolina. Thank you.
There are no more questions.
Thank you. This concludes our Q&A session. If you are a stockholder, please remember that Frank Morgan and our investor relations department is always available to answer your questions. We want to thank everyone who participated in today's virtual meeting and express our appreciation for your continued interest in HCA Healthcare.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.