{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-110578","form_type":"8-K","ticker":"HCA","cik":"0000860730","company_name":"HCA Healthcare, Inc.","filed_at":"2023-04-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.456907+00:00","generated_at":"2026-06-16T21:58:21.539966+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"HCA Healthcare shareholders approve 2023 ESPP and re-elect all directors","bullets":["Shareholders approved the 2023 Employee Stock Purchase Plan, which reserves 10M shares for employee purchases.","Exercise price for ESPP set at 90% of closing market price on exercise date; plan effective April 19, 2023.","All 10 director nominees re-elected; say-on-pay advisory resolution passed with 230.6M votes for.","Two shareholder proposals (political spending disclosure and Patient Safety committee charter) rejected.","Ratification of Ernst & Young as auditor approved with 240.7M votes for."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-110578","json":"https://secwatch.observer/filing/0001193125-23-110578.json","markdown":"https://secwatch.observer/filing/0001193125-23-110578.md","text":"https://secwatch.observer/filing/0001193125-23-110578.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/d423503d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T21:58:21.539966+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0e9570b711695760a04f3486d9673763a492ee0e","claim":"HCA Healthcare, Inc. shareholders approved Adoption of a non-binding advisory resolution on the Company's named executive officer compensation as described in the Company's 2023 proxy statement at the 2023-04-19 meeting.","evidence_excerpt":"4. The adoption of a non-binding advisory resolution on the Company’s named executive officer compensation as described in the Company’s 2023 proxy statement was approved as follows: For Against Abstentions Broker Non-Votes 230,579,766 10,927,402 298,429 16,491,171","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"3a78fd3ca7a1f0e398f4845e16866187f2a2c613","claim":"HCA Healthcare, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-04-19 meeting.","evidence_excerpt":"2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified as follows: For Against Abstentions Broker Non-Votes 240,655,160 17,590,706 50,902 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"52e86ead39741993f6a204d85372dd387ce291ec","claim":"HCA Healthcare, Inc. shareholders rejected Stockholder proposal regarding political spending disclosure at the 2023-04-19 meeting.","evidence_excerpt":"5. The stockholder proposal regarding political spending disclosure as described in the Company’s 2023 proxy statement was not approved as follows: For Against Abstentions Broker Non-Votes 56,754,193 184,337,030 714,374 16,491,171","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"a1695ec11982f3427080fca19f321c12dfaf8571","claim":"HCA Healthcare, Inc. shareholders approved Election of ten director nominees to the Board of Directors for a one-year term at the 2023-04-19 meeting.","evidence_excerpt":"1. The following ten 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 236,384,150 5,368,755 52,692 16,491,171 Samuel N. Hazen 240,497,358 1,251,973 56,266 16,491,171 Meg G. Crofton 240,339,619 1,407,995 57,983 16,491,171 Robert J. Dennis 234,067,901 7,671,226 66,470 16,491,171 Nancy-Ann DeParle 238,498,682 3,249,759 57,156 16,491,171 William R. Frist 239,578,134 2,170,833 56,630 16,491,171 Hugh F. Johnston 237,527,316 4,211,331 66,950 16,491,171 Michael W. Michelson 239,631,253 2,109,882 64,462 16,491,171 Wayne J. Riley, M.D. 236,418,547 5,324,531 62,519 16,491,171 Andrea B. Smith 240,803,243 945,476 56,878 16,491,171","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"a470add7863ef759ef61c96d353b88589d34e794","claim":"HCA Healthcare, Inc. shareholders approved Approval of the HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan at the 2023-04-19 meeting.","evidence_excerpt":"3. The HCA Healthcare, Inc. 2023 Employee Stock Purchase Plan was approved as follows: For Against Abstentions Broker Non-Votes 238,190,613 3,161,931 453,053 16,491,171","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"},{"claim_id":"cae9a707c727b42626cf41819432a7c9d6543a27","claim":"HCA Healthcare, Inc. shareholders rejected Stockholder proposal regarding an amendment to the Patient Safety and Quality of Care Committee charter at the 2023-04-19 meeting.","evidence_excerpt":"6. The stockholder proposal regarding an amendment to the Patient Safety and Quality of Care Committee charter as described in the Company’s 2023 proxy statement was not approved as follows: For Against Abstentions Broker Non-Votes 45,502,303 194,874,882 1,428,412 16,491,171","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/860730/000119312523110578/0001193125-23-110578-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-04-19"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}