HCA stockholders OK 13.15M share increase for equity plan; officer exculpation amendment passed

HCA Healthcare, Inc.

Stockholders approved First Amendment to 2020 Stock Incentive Plan, adding 13,150,000 shares (total reserve now 18,542,144).
Amended charter to provide officer exculpation under Delaware law; 190.2M for, 22.1M against.
All nine director nominees elected, including Samuel N. Hazen and Thomas F. Frist III, with >84% support.
Non-management director compensation updated: $130K annual cash retainer, $220K annual equity award, plus committee chair retainers.
Stockholder proposals on golden parachutes, patient safety committee charter, and acquisition strategy all rejected.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HCA Healthcare, Inc.: Amended certificate of incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2025-04-25).

Change: charter amendment
Effective: 2025-04-25

Exact text from the filing

On April 24, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State, to be effective April 25, 2025. A copy of the Certificate of Amendment, as filed with the Delaware Secretary of State, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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13 governance changes filed in the last 30 days. Browse all governance changes →

HCA Healthcare, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-103953

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