HCA HEALTHCARE INC (HCA)

Sector: Health Care

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2026 Annual Meeting Analysis

HCA HEALTHCARE INC · Meeting: April 23, 2026

Policy v0.7medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

9

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

9 FOR
✓ FOR
Thomas F. Frist III

Long-tenured Chairman with deep company knowledge and significant personal ownership stake; HCA's 3-year stock return of +117% dramatically outperforms peers, so no TSR trigger applies.

✓ FOR
Samuel N. Hazen

CEO and director since 2018; HCA's 3-year TSR of +117% far exceeds the strong-positive threshold, and the company's outperformance over peers is substantial, so no TSR trigger applies.

✓ FOR
John W. Chidsey, III

Appointed July 2025, well within the 24-month new-director exemption; brings relevant CEO and operational experience from large consumer companies.

✓ FOR
Nancy-Ann DeParle

Director since 2014 with strong healthcare policy and investment credentials; no TSR trigger fires given HCA's exceptional stock outperformance over her tenure.

✓ FOR
William R. Frist

Director since 2009 with long-term ownership alignment and investor experience; no TSR trigger applies given HCA's strong multi-year outperformance.

✓ FOR
Hugh F. Johnston

Director since 2021 with extensive CFO and financial expertise; no TSR trigger applies and brings strong audit and financial oversight credentials as Audit Committee Chair.

✓ FOR
Michael W. Michelson

Director since 2018 serving as independent presiding director with private equity and healthcare investment expertise; no TSR trigger fires given HCA's strong outperformance; board granted age-limit exception given his leadership role.

✓ FOR
Wayne J. Riley, M.D.

Director since 2012 with deep healthcare, academic, and clinical expertise as Patient Safety Committee Chair; no TSR trigger applies given HCA's sustained outperformance.

✓ FOR
Andrea B. Smith

Director since 2022 with strong human capital and financial management background as Compensation Committee Chair; no TSR trigger applies given HCA's strong stock performance.

All nine nominees receive a FOR recommendation. HCA's 3-year total return of approximately +117% far exceeds its peer group median by well over 50 percentage points, meaning the TSR underperformance trigger does not fire for any director. No overboarding, attendance, independence, or familial-relationship concerns were identified that would warrant a negative vote on any nominee.

Say on Pay

✓ FOR

CEO

Samuel N. Hazen

Total Comp

$26,456,606

Prior Support

94%%

CEO Samuel Hazen received total compensation of approximately $26.5 million in 2025. The compensation structure is heavily performance-based: 80% of the annual cash bonus is tied to EBITDA targets, 20% to patient quality metrics, and long-term equity awards are split between performance stock awards vesting on 3-year cumulative earnings-per-share goals and stock appreciation rights tied to future stock price growth. The 2023-2025 performance stock awards paid out at 200% of target, reflecting genuine earnings outperformance rather than free vesting. Prior-year say-on-pay support was 94%, well above the 70% threshold that would require a response, and HCA's 3-year stock return of +117% strongly validates that incentive pay was earned in line with shareholder outcomes.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

N/A

Audit Fees

$14,600,000

Non-Audit Fees

$3,700,000

Ernst & Young's non-audit fees (audit-related fees of $1.5M plus tax fees of $2.2M totaling $3.7M) represent approximately 25% of audit fees of $14.6M, well below the 50% threshold that would raise independence concerns. The proxy does not disclose EY's tenure so the tenure trigger cannot fire; no material restatements are disclosed. EY is a Big 4 firm fully appropriate for a company of HCA's size and complexity.

Stockholder Proposals

2 proposals submitted by shareholders

Proposal 4

Stockholder Proposal Regarding Report on Healthcare Consequences

✓ FOR
Filed by:Julie MayfieldOtherDisclosure
Board recommends: AGAINST
Credible individual filer — not an ideological actorDisclosure ask with low bar to supportDocumented reputational and legal risk from acquisition integration practicesCompany's existing disclosure does not address the specific pre/post acquisition metrics requestedMaterial risk exposure: NC Attorney General lawsuit, repeated federal 'Immediate Jeopardy' citations, ongoing litigation

The filer, Julie Mayfield, appears to be a credible individual shareholder raising a legitimate governance and risk-management concern — not an ideological advocacy group — so the proposal merits evaluation on its merits. The ask is a disclosure report, which carries a lower bar: shareholders requesting information about how a company that explicitly names hospital acquisitions as a core strategy manages the consequences of those acquisitions is a reasonable, material ask. HCA's opposition argues it already discloses community impact broadly, but that existing disclosure consists of enterprise-wide positive highlights and does not address the specific pre-versus-post metrics (physician departures, staffing ratios, patient satisfaction changes) that would allow shareholders to assess acquisition risk management. The documented legal exposure at Mission Health — including an active North Carolina Attorney General lawsuit, five federal Immediate Jeopardy citations, and EMTALA violations — makes acquisition integration practices a genuine material risk to shareholders, not merely a social concern.

Proposal 5

Stockholder Proposal Regarding Shareholders' Right to Act by Written Consent

✓ FOR
Filed by:John CheveddenIndividual ActivistGovernance
Board recommends: AGAINST
Credible governance activist filer with strong track recordGovernance structural proposal — mainstream shareholder rights improvementHCA's special meeting threshold (15%, one-year holding requirement) is more restrictive than typicalWritten consent rights are a standard governance tool that enhances shareholder ability to engage between annual meetings

John Chevedden is a well-known individual governance activist with a long track record of filing governance-focused proposals — the policy treats his proposals as credible and takes them seriously. Written consent rights are a standard governance improvement: they give shareholders the ability to act between annual meetings without the friction of calling a formal special meeting, which at HCA requires owning 15% of shares for at least one year — a high bar that excludes many shareholders from that alternative. The company's opposition arguments about potential abuse are standard boilerplate and are not specific to HCA's situation; in practice, written consent is rarely used and the company already has other protections (no poison pill, annual elections, no supermajority requirements) that limit abuse risk. Supporting this proposal gives ordinary shareholders a stronger voice without undermining the board's ability to manage the business.

Overall Assessment

HCA's 2026 annual meeting ballot is largely uncontroversial: strong stock performance eliminates any TSR concerns for directors, auditor fees are clean, and the compensation program is genuinely performance-linked with 94% prior-year shareholder support. The two stockholder proposals are the most substantive items — we recommend FOR on both the healthcare consequences disclosure report (a credible risk-management ask given documented legal and regulatory exposure from hospital acquisitions) and the written consent rights proposal (a mainstream governance improvement filed by a credible activist).

Filing date: March 13, 2026·Policy v0.7·medium confidence