HCA Healthcare (HCA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2026, to be held virtually; record date is February 23, 2026.

• Key agenda items: election of nine directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and two shareholder proposals.

• Company operates 190 hospitals and numerous outpatient facilities across 19 states and England.

• 2025 financial highlights: $75.6B revenue (up 7.1%), $6.78B net income, $2.88/share dividend (up 9.1%).

Voting matters and shareholder proposals

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR say-on-pay, AGAINST both shareholder proposals.

• Proposal 4: Shareholder request for a report on healthcare consequences of acquisitions; Board opposes as impractical and unnecessary.

• Proposal 5: Shareholder request for right to act by written consent; Board opposes, citing existing special meeting rights and risk of abuse.

Board of directors and corporate governance

• Board consists of nine nominees with diverse expertise; majority are independent.

• Board leadership separates Chairman and CEO roles; Frist family holds significant ownership and nominates two directors.

• Proxy access for shareholders with 3%+ ownership for three years; no supermajority or dual-class shares.

• Five standing committees: Audit & Compliance, Compensation, Finance & Investments, Nominating & Corporate Governance, Patient Safety & Quality of Care.

• Annual board and committee evaluations; strong stockholder engagement and communication policies.