Did HCA (HCA) stockholders approve written consent rights at the 2026 meeting?

No, the stockholder proposal regarding shareholders’ right to act by written consent was not approved. It received 42,842,519 votes "For," 152,097,860 votes "Against," 493,759 abstentions, and 14,343,334 broker non-votes, so it did not pass.

HCA Healthcare (HCA) shareholders elect directors, back pay plan, reject proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HCA Healthcare, Inc. reported the results of its Annual Meeting of Stockholders held on April 23, 2026. A total of 209,777,472 shares of common stock were represented in person or by proxy out of 223,568,966 shares outstanding and entitled to vote as of the record date.

Stockholders elected nine directors to one-year terms, with each nominee receiving more votes "For" than "Against." They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved a non-binding advisory resolution on named executive officer compensation, and two stockholder proposals—one requesting a report on healthcare consequences and another on shareholders’ right to act by written consent—did not receive sufficient support for approval.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares represented: 209,777,472 shares Shares outstanding entitled to vote: 223,568,966 shares Auditor ratification votes For: 192,731,533 votes +3 more

6 metrics

Shares represented 209,777,472 shares Represented in person or by proxy at April 23, 2026 annual meeting

Shares outstanding entitled to vote 223,568,966 shares Common stock outstanding and entitled to vote as of record date

Auditor ratification votes For 192,731,533 votes Votes For ratifying Ernst & Young LLP for year ending December 31, 2026

Say-on-pay votes For 182,386,619 votes For the non-binding advisory resolution on named executive officer compensation

Healthcare consequences proposal votes For 21,156,498 votes For stockholder proposal regarding a report on healthcare consequences

Written consent proposal votes For 42,842,519 votes For stockholder proposal on shareholders’ right to act by written consent

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory resolution, stockholder proposal, +1 more

5 terms

broker non-votes financial

"Abstentions | | | | Broker Non-Votes"

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 regulatory

"appointment of Ernst & Young 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.

non-binding advisory resolution regulatory

"The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation"

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.

stockholder proposal regulatory

"The stockholder proposal regarding a report on healthcare consequences"

Understanding 8-K Material Events →

04/28/2026 - 04:20 PM

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.


HCA HEALTHCARE, INC.

By:		/s/ John M. Franck II
		John M. Franck II
		Vice President – Legal and Corporate Secretary

Date: April 28, 2026

Source: View Original Filing on SEC EDGAR

FAQ

How many HCA (HCA) shares were represented at the 2026 annual meeting?

A total of 209,777,472 HCA shares were represented at the 2026 annual meeting. These shares came from a base of 223,568,966 shares of common stock outstanding and entitled to vote as of the record date.

Were all HCA (HCA) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected to HCA’s board for one-year terms. Each nominee, including Thomas F. Frist III and Samuel N. Hazen, received more votes "For" than "Against," with additional broker non-votes recorded.

Did HCA (HCA) stockholders ratify Ernst & Young as auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as HCA’s independent registered public accounting firm for 2026. The ratification received 192,731,533 votes "For," 16,987,639 votes "Against," and 58,300 abstentions, with no broker non-votes recorded.

How did HCA (HCA) stockholders vote on executive compensation in 2026?

Stockholders approved a non-binding advisory resolution on named executive officer compensation. The proposal received 182,386,619 votes "For," 12,758,446 votes "Against," 289,073 abstentions, and 14,343,334 broker non-votes, indicating advisory support for the compensation program.

What happened to the HCA (HCA) stockholder proposal on a healthcare consequences report?

The stockholder proposal requesting a report on healthcare consequences was not approved. It received 21,156,498 votes "For," 173,337,098 votes "Against," 940,542 abstentions, and 14,343,334 broker non-votes, falling well short of majority support.

Filing Exhibits & Attachments

3 documents