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Community Health Systems (CYH) stockholders approve board, pay and auditor at 2026 meeting

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Community Health Systems, Inc. reported the results of its annual stockholder meeting held on May 12, 2026. Stockholders elected 14 directors to serve until the 2027 annual meeting, with each nominee receiving more votes "for" than "against," and substantial broker non-votes recorded on the director items.

Investors also approved a non-binding advisory resolution on executive compensation, with 81,701,049 votes for, 1,814,301 against, and 540,013 abstentions, alongside 27,004,521 broker non-votes. In addition, stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a wide margin.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay for votes 81,701,049 votes Non-binding advisory resolution on executive compensation
Say-on-pay against votes 1,814,301 votes Non-binding advisory resolution on executive compensation
Say-on-pay broker non-votes 27,004,521 votes Non-binding advisory resolution on executive compensation
Auditor ratification for votes 110,561,632 votes Ratification of Deloitte & Touche LLP for 2026
Auditor ratification against votes 351,405 votes Ratification of Deloitte & Touche LLP for 2026
Director example for votes 83,604,879 votes For votes for director nominee Kevin J. Hammons
Director example against votes 2,891,262 votes Against votes for director nominee Susan W. Brooks
non-binding advisory resolution financial
"The stockholders approved the non-binding advisory resolution regarding the compensation of the Company’s named executive officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
broker non-votes financial
"Broker Non-Votes 81,701,049 | | 1,814,301 | | 540,013 | | 27,004,521"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
proxy statement regulatory
"described more fully in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
Understanding 8-K Material Events →
0001108109false00011081092026-05-132026-05-13

 

 

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): May 13, 2026 (May 12, 2026)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15925

13-3893191

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4000 Meridian Boulevard

 

Franklin, Tennessee

 

37067

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (615) 465-7000

 

 

(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:

☐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

 

CYH

 

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

At the Annual Meeting of the Stockholders (the “Annual Meeting”) of Community Health Systems, Inc. (the “Company”) held on May 12, 2026, the Company’s stockholders voted on three proposals, each of which is described more fully in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:

 

(1) The stockholders elected each of the following persons as a director of the Company for a term that expires at the Company’s 2027 annual meeting of stockholders and until his or her respective successor has been elected and has qualified:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

(a) Susan W. Brooks

 

81,095,873

 

2,891,262

 

68,228

 

27,004,521

(b) Lt. Gen. Ronald L. Burgess, Jr.

 

83,645,103

 

359,126

 

51,134

 

27,004,521

(c) John A. Clerico

 

83,505,387

 

497,636

 

52,340

 

27,004,521

(d) Michael Dinkins

 

83,513,832

 

490,398

 

51,133

 

27,004,521

(e) James S. Ely III

 

83,500,803

 

502,207

 

52,353

 

27,004,521

(f) John A. Fry

 

82,997,112

 

1,006,438

 

51,813

 

27,004,521

(g) Kevin J. Hammons

 

83,604,879

 

417,857

 

32,627

 

27,004,521

(h) Joseph A. Hastings, D.M.D.

 

83,653,444

 

358,347

 

43,572

 

27,004,521

(i) Elizabeth T. Hirsch

 

83,640,131

 

365,264

 

49,968

 

27,004,521

(j) William Norris Jennings, M.D.

 

83,228,046

 

778,850

 

48,467

 

27,004,521

(k) K. Ranga Krishnan, MBBS

 

83,223,787

 

766,268

 

65,308

 

27,004,521

(l) Fawn D. Lopez

 

83,268,829

 

717,430

 

69,104

 

27,004,521

(m) Wayne T. Smith

 

83,441,645

 

574,079

 

39,639

 

27,004,521

(n) H. James Williams, Ph.D.

 

83,599,759

 

404,118

 

51,486

 

27,004,521

 

(2) The stockholders approved the non-binding advisory resolution regarding the compensation of the Company’s named executive officers:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

81,701,049

 

1,814,301

 

540,013

 

27,004,521

 

(3) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

110,561,632

 

351,405

 

146,847

 

n/a

 

 

 

 

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.

 

 

 

COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)

 

 

 

 

Date:

May 13, 2026

By:

 /s/ Christopher G. Cobb

 

 

 

Christopher G. Cobb
Vice President - Legal and Corporate Secretary

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Community Health Systems (CYH) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing 14 directors, approving a non-binding advisory resolution on executive compensation, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with all three proposals receiving stockholder approval.

Were Community Health Systems (CYH) directors re-elected at the 2026 annual meeting?

All 14 director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Wayne T. Smith and Kevin J. Hammons, received more votes "for" than "against," with additional broker non-votes recorded, indicating sufficient support to continue serving on the board.

How did Community Health Systems (CYH) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory resolution on named executive officer compensation with 81,701,049 votes for, 1,814,301 against, and 540,013 abstentions. There were also 27,004,521 broker non-votes, but the support level indicates advisory backing for the company’s current pay practices.

Which audit firm did Community Health Systems (CYH) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 110,561,632 votes for, 351,405 against, and 146,847 abstentions, showing strong stockholder support for continuing with Deloitte & Touche LLP.

What were broker non-votes at Community Health Systems’ 2026 annual meeting?

Broker non-votes totaled 27,004,521 on the director elections and the advisory say-on-pay proposal. These occur when brokers hold shares but lack instructions on non-routine items. They did not affect approval of directors or the advisory compensation resolution in this meeting.

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