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 30, 2012 (April 26, 2012)

 

 

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 26, 2012 at the Company’s corporate headquarters in Nashville, Tennessee, a total of 406,777,516 shares of the Company’s common stock, out of a total of 438,204,071 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:

 

		For		Withheld		Broker Non-Votes
Richard M. Bracken		361,005,533		34,221,533		11,550,450
R. Milton Johnson		355,263,898		39,963,168		11,550,450
John P. Connaughton		349,906,182		45,320,884		11,550,450
Kenneth W. Freeman		355,261,013		39,966,053		11,550,450
Thomas F. Frist III		350,150,375		45,076,691		11,550,450
William R. Frist		355,252,868		39,974,198		11,550,450
Christopher R. Gordon		355,204,108		40,022,958		11,550,450
Jay O. Light		391,898,086		3,328,980		11,550,450
Geoffrey G. Meyers		391,898,595		3,328,471		11,550,450
Michael W. Michelson		350,067,507		45,159,559		11,550,450
James C. Momtazee		355,251,662		39,975,404		11,550,450
Stephen G. Pagliuca		350,239,013		44,988,053		11,550,450
Wayne J. Riley, M.D.		392,123,085		3,103,981		11,550,450

2. Ratification of selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the year ending December 31, 2012:

 

For		Against		Abstentions		Broker Non-Votes
402,965,296		3,633,969		178,251		0

3. Adoption of a non-binding advisory resolution on the Company’s executive compensation as described in the Company’s 2012 proxy statement (“say-on-pay”):

 

For		Against		Abstentions		Broker Non-Votes
393,580,848		1,141,057		505,161		11,550,450

4. Adoption of a non-binding advisory recommendation that the Company conduct future say-on-pay votes:

 

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
379,206,527		1,530,450		14,304,007		186,082		11,550,450

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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 30, 2012