Tenet Healthcare (THC) Proxy filing summary

Executive summary

• Achieved strong financial and operational performance in 2025, with 14% adjusted EBITDA growth and a 21.4% margin, surpassing targets and generating $1.72B in free cash flow after NCI distributions.

• Expanded ambulatory care and hospital operations, adding 35 new facilities and opening a new hospital, with significant investments in technology and M&A.

• Maintained disciplined capital allocation, repurchasing $1.4B in shares and reducing leverage to 2.25x adjusted EBITDA.

• Continued focus on quality, patient safety, and workforce development, including investments in AI and advanced technologies.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as independent auditors for 2026.

• Board recommends voting FOR all proposals.

• Annual meeting to be held virtually on May 27, 2026.

Board of directors and corporate governance

• Board consists of 12 nominees, 11 of whom are independent; diverse in gender, ethnicity, and experience.

• Board committees (Audit, HR, Governance, QCE) are fully independent and have clear charters.

• Annual board and committee self-evaluations with third-party facilitation.

• Shareholder rights include proxy access, special meeting rights at 25%, and a single class of stock with equal voting rights.