UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 25, 2013 (April 24, 2013)

 

 

HCA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-11239		27-3865930
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Park Plaza, Nashville, Tennessee		37203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the “Annual Meeting”) of HCA Holdings, Inc. (the “Company”) held on April 24, 2013 at the Company’s corporate headquarters in Nashville, Tennessee, a total of 400,600,625 shares of the Company’s common stock, out of a total of 445,140,632 shares of common stock outstanding and entitled to vote, were present in person or represented by proxies. The following proposals were voted on and approved by the Company’s stockholders at the Annual Meeting:

1. Election to the Company’s Board of Directors of the following 13 director nominees to serve until the 2014 annual meeting of the stockholders of the Company or until such director’s respective successor is duly elected and qualified:

 

		For				Withheld				Broker Non-Votes
Richard M. Bracken			308,905,379				56,661,930				35,033,316
R. Milton Johnson			287,896,567				77,670,742				35,033,316
John P. Connaughton			290,206,865				75,360,444				35,033,316
Kenneth W. Freeman			301,400,958				64,166,351				35,033,316
Thomas F. Frist III			262,078,241				103,489,068				35,033,316
William R. Frist			300,169,059				65,398,250				35,033,316
Christopher R. Gordon			301,402,394				64,164,915				35,033,316
Jay O. Light			357,073,674				8,493,635				35,033,316
Geoffrey G. Meyers			361,398,337				4,168,972				35,033,316
Michael W. Michelson			276,478,848				89,088,461				35,033,316
James C. Momtazee			301,400,509				64,166,800				35,033,316
Stephen G. Pagliuca			276,880,046				88,687,263				35,033,316
Wayne J. Riley, M.D.			345,101,989				20,465,320				35,033,316

2. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013:

 

For				Against				Abstentions				Broker Non-Votes
	394,302,526				6,212,536				85,563				0

3. Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Company’s 2013 proxy statement:

 

For				Against				Abstentions				Broker Non-Votes
	358,074,373				7,375,608				117,328				35,033,316

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 25, 2013