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Health Management Associates, Inc – ‘DEFC14A’ on 7/19/13 re: Health Management Associates, Inc

On:  Friday, 7/19/13, at 5:27pm ET   ·   Effective:  7/19/13   ·   Accession #:  1193125-13-295814   ·   File #:  1-11141

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/19/13  Health Management Associates, Inc DEFC14A     7/19/13    1:1.0M Health Management Associates, Inc RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Consent Revocation Statement             HTML    643K 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Health Management Associates, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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HEALTH MANAGEMENT ASSOCIATES, INC.

5811 Pelican Bay Boulevard, Suite 500

Naples, Florida 34108-2710

July 19, 2013

Dear Stockholder:

Glenview Capital Partners, L.P. (“Glenview”), an investment vehicle controlled and managed by Larry Robbins, has commenced a process seeking to remove all of the current members of your Board of Directors (the “Board”) of Health Management Associates, Inc. (“HMA” or the “Company”). Glenview is soliciting consents from holders of at least a majority of the outstanding shares of the Company’s common stock in order to remove, without cause, all of the members of your duly elected Board and fill the vacancies created by such removal with individuals designated by Glenview and consented to by holders of at least a majority of the outstanding shares of the Company’s common stock. In short, Glenview is asking you to consent to turning over control of the Company to its hand-picked designees at this critical point in your Board’s strategic review process.

Your Board strongly believes that Glenview’s actions are not in the best interests of stockholders. You should read the following Consent Revocation Statement describing why your Board believes it has been effective in leading the Company in challenging times and the new healthcare environment. Further, the current Board is engaged in an ongoing review and consideration of strategic alternatives and opportunities available to the Company, which includes Glenview’s suggestions, and the Consent Revocation Statement explains why stockholders should want the current Board to complete and report on the results of this process. We are prepared to discuss all the issues raised by Glenview with our investors and are pursuing all opportunities to build value for stockholders. Accordingly, we strongly urge you to reject Glenview’s efforts to remove your Board.

You can defend against Glenview’s efforts to take control of the Company through the following steps:

1. Do not sign Glenview’s gold consent card;

2. If you have signed Glenview’s gold consent card, you may revoke that consent by signing, dating and mailing the enclosed WHITE Consent Revocation Card immediately; and

3. Even if you have not signed Glenview’s gold consent card, you can show the support for your Board and your investment in the Company by signing, dating and mailing the enclosed WHITE Consent Revocation Card.

This Consent Revocation Statement contains important information as to why and how you should submit the accompanying WHITE Consent Revocation Card to revoke any gold consent card that you previously returned to Glenview. We urge you to read it carefully. Regardless of the number of shares of common stock of the Company that you own, your revocation of consent is important.

Please act today to help protect the interests of ALL stockholders. Thank you for your support.

Sincerely yours,

The Board of Directors

Health Management Associates, Inc.

If you have questions or need assistance revoking consent on your shares please contact:

Georgeson

480 Washington Blvd, 26th Floor

Jersey City, NJ 07310

(800) 509-1312

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HEALTH MANAGEMENT ASSOCIATES, INC.

5811 Pelican Bay Boulevard, Suite 500

Naples, Florida 34108-2710

CONSENT REVOCATION STATEMENT

BY THE BOARD OF DIRECTORS OF HEALTH MANAGEMENT ASSOCIATES, INC.

IN OPPOSITION TO

A CONSENT SOLICITATION BY GLENVIEW

July 19, 2013

This Consent Revocation Statement (“Consent Revocation Statement”) is furnished by the current Board of Directors (the “Board”) of Health Management Associates, Inc., a Delaware corporation (the “Company” or “HMA”), to the holders of outstanding shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), in connection with your Board’s opposition to the solicitation of written stockholder consents (the “Glenview Consent Solicitation”) by Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Capital Master Fund”), Glenview Institutional Partners, L.P., a Delaware limited partnership (“Glenview Institutional Partners”), Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Offshore Opportunity Master Fund”) and Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership (“Glenview Capital Opportunity Fund” and collectively, the “Glenview Funds”), Glenview Capital Management, LLC, a Delaware limited liability company and the investment manager to the Glenview Funds (“Glenview Capital Management”), and Larry Robbins, a United States citizen and the Chief Executive Officer of Glenview Capital Management (“Mr. Robbins” and together with the Glenview Funds and Glenview Capital Management, “Glenview”). This Consent Revocation Statement and the enclosed WHITE Consent Revocation Card are first being mailed to stockholders on or about July 22, 2013.

As you may be aware, Glenview is attempting to gain control of your Board and the Company by asking you to remove all nine directors that you elected about a month ago on May 21, 2013, at the Company’s 2013 Annual Meeting of Stockholders, and to replace them with a slate of nominees hand-picked by Glenview. Specifically, Glenview is asking you to: (i) repeal any amendment or modification by the Board of the Amended and Restated Bylaws of the Company (the “Bylaws”) filed with the Securities and Exchange Commission dated on December 7, 2010 (such Bylaws, the “Current Bylaws”) made after December 7, 2010 and on or prior to the effectiveness of the Glenview Consent Solicitation (“Proposal 1”), (ii) amend Section 6 of Article II of the Bylaws to expressly provide that the advance notice and information requirements associated with nominations of directors to the Board only apply to nominations of directors for election at an annual meeting, and, as such, not in connection with the election of directors through action by written consent or at a special meeting (“Proposal 2”), (iii) amend Section 2 of Article III of the Bylaws to expressly provide that any vacancies on the Board may be filled by the stockholders and those vacancies resulting from a removal of directors by the stockholders shall be filled only by the stockholders (“Proposal 3”), (iv) remove all nine current members of the Board: William J. Schoen, Gary D. Newsome, Kent P. Dauten, Pascal J. Goldschmidt, M.D., Donald E. Kiernan, Robert A. Knox, Vicki A. O’Meara, William C. Steere, Jr. and Randolph W. Westerfield, Ph.D. (and any person or persons, other than those elected by the Glenview Consent Solicitation, elected, appointed or designated by the Board (or any committee thereof) to fill any vacancy or newly created directorship since June 24, 2013 and prior to the time that any of the actions proposed to be taken by the Glenview Consent Solicitation become effective (“Proposal 4”), (v) elect Mary Taylor Behrens, Steven Epstein, Kirk Gorman, Stephen Guillard, John McCarty, JoAnn Reed, Steven Shulman and Peter Urbanowicz (the “Glenview Nominees”) as directors to fill the resulting vacancies on the Board (or if any Glenview Nominee becomes unable or unwilling to serve as a director of the Company or if the size of the Board is increased, in either case prior to the effectiveness of this proposal, any other person who is not a director, officer, employee or affiliate of Glenview, designated as a Glenview Nominee) (“Proposal 5”) and (vi) set the size of the Board to the number of directors sitting on the Board following the action pursuant to the Glenview Consent Solicitation on Proposals 4 and 5 in order to eliminate any vacancies on the Board, subject to future change in accordance with the Bylaws (“Proposal 6”).

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Your Board believes, for the reasons specified in this Consent Revocation Statement, that the commencement of the Glenview Consent Solicitation during the pendency of the current Board’s ongoing review and consideration of strategic alternatives and opportunities available to the Company is not in the best interests of stockholders. Glenview’s actions are an unnecessary distraction during this critical time when your Board believes its efforts are best spent focused on exploring the best opportunities available to maximize value for all the Company’s stockholders, rather than addressing these untimely efforts by Glenview. Your Board remains committed to acting in the best interests of all of the Company’s stockholders and will discharge its duties in this regard by completing its evaluation as quickly as possible.

Your directors were selected through processes designed to uphold good corporate governance and representation of all stockholders. These processes are described in detail in the Company’s annual proxy statement and this Consent Revocation Statement. A consent in favor of the Glenview Consent Solicitation would be a consent to remove, without cause, all of the members of your duly elected Board and to replace them with the Glenview Nominees. If successful, the Glenview Consent Proposals would result in the replacement of all of your duly elected Board with the Glenview Nominees. In short, Glenview is asking you to consent to turning over control of the Company without putting forward any ideas or proposals that have not previously been considered by your Board or that are not currently under review to build the value of your investment in the Company.

Your Board urges you to rely on your independent Corporate Governance and Nominating Committee and the stockholder nomination process to create a board that meets the needs of the Company and serves the best interests of all of its stockholders.

YOUR BOARD HAS UNANIMOUSLY DETERMINED THAT THE GLENVIEW CONSENT SOLICITATION IS NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. ACCORDINGLY, YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD REQUEST CARD SENT TO YOU BY GLENVIEW. WHETHER OR NOT YOU HAVE PREVIOUSLY EXECUTED GLENVIEW’S GOLD REQUEST CARD, YOUR BOARD URGES YOU TO SIGN, DATE AND DELIVER THE ENCLOSED WHITE REVOCATION CARD USING THE ENCLOSED PRE-PAID ENVELOPE.

In accordance with Delaware law and the Company’s organizational documents, the close of business on July 18, 2013 has been established as the record date (the “Record Date”) for the determination of the Company’s stockholders who are entitled to execute, withhold or revoke consents relating to the Glenview Consent Solicitation. Only stockholders of record as of the Record Date may execute, withhold or revoke consents with respect to the Glenview Consent Solicitation.

If you have any questions about giving your consent revocation or require assistance, please call:

Georgeson

480 Washington Blvd, 26th Floor

Jersey City, NJ 07310

(800) 509-1312

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FORWARD-LOOKING STATEMENTS

This Consent Revocation Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other similar words. All statements addressing operating performance, events or developments that the Company expects or anticipates will occur in the future, including but not limited to projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, debt structure, principal payments on debt, capital structure, the amount and timing of funds under the meaningful use measurement standard of various Healthcare Information Technology incentive programs, other financial items and operating statistics, statements regarding our plans and objectives for future operations, the impact of changes in observation stays, our ability to achieve process efficiencies, factors we believe may have an impact on our deductibles and co-pays, acquisitions, acquisition financing, divestitures, joint ventures, market service development and other transactions, statements of future economic performance, statements regarding our legal proceedings and other loss contingencies (including, but not limited to, the timing and estimated costs of such matters), statements regarding market risk exposures, statements regarding the effects and/or interpretations of recently enacted or future health care laws and regulations, statements regarding the potential impact of health care exchanges, statements of the beliefs or assumptions underlying or relating to any of the foregoing statements, and statements that are other than statements of historical fact, are considered to be “forward-looking statements.”

Because they are forward-looking, such statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in the Company’s most recent Annual Report on Form 10-K, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying beliefs or assumptions prove incorrect, actual results could vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update its risk factors or to publicly announce updates to the forward-looking statements contained in this press release to reflect new information, future events or other developments.

DESCRIPTION OF THE GLENVIEW CONSENT SOLICITATION

As set forth in the Glenview Consent Solicitation and related materials filed with the SEC, Glenview is soliciting your consents in favor of the following proposals (collectively, the “Glenview Consent Proposals”) to:

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A consent in favor of the Glenview Consent Proposals would be a consent to remove, without cause, all of your duly elected Board and replace them with the Glenview Nominees.

REASONS TO REJECT THE GLENVIEW CONSENT PROPOSALS

The Glenview Consent Proposals would remove all of the members of your duly elected Board and replace them with the Glenview Nominees. There are several compelling reasons to reject the Glenview Consent Proposals as outlined below, including:

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FOR THE FOREGOING REASONS, YOUR BOARD STRONGLY BELIEVES THAT THE GLENVIEW CONSENT PROPOSALS ARE NOT IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS.

In addition to the reasons indicated above, your Board believes you should reject each proposal for the following reasons.

Proposal 1: We recommend rejection of Proposal 1 because this proposal is speculative and is designed to nullify unspecified provisions of the Bylaws that may be adopted by the Board in its efforts to act in, and protect the best interests of, the Company and its stockholders. Furthermore, the Board’s fiduciary duties require that it retain flexibility to adopt, at any time any amendment to the Bylaws that it believes is proper and in the best interest of the Company’s stockholders. The automatic repeal of any duly adopted Bylaw amendment, irrespective of its content, could have the unfortunate effect of repealing one or more properly adopted Bylaw amendments determined by the Board to be in the best interest of the Company and its stockholders.

Proposal 2: We recommend rejection of Proposal 2 because it is designed to further of Glenview’s plan to remove and replace the Board which we believe is not in the best interest of the Company and its stockholders.

Proposal 3: We recommend rejection of Proposal 3 because it is designed to further Glenview’s plan to remove and replace the Board which we believe is not in the best interests of the Company and its stockholders.

Proposal 4: We recommend rejection of Proposal 4 because we believe that the current Board is comprised of members that understand the Company’s business and who are committed to maximizing the Company’s value for the benefit of all its stockholders, not just Glenview. We believe the Board is already comprised of nine individuals with outstanding and varying business experience who are able to serve in the role which their board membership requires.

Proposal 5: We recommend rejection of Proposal 5 because we do not believe that the addition of the Glenview Nominees is in the best interest of the Company or is useful for the achievement of the Company’s goal of maximizing value for all its stockholders. In addition, we believe that the introduction of an entirely new board may be a disruption to the Board’s review of strategic alternatives to the potential detriment of the Company’s other stockholders.

Proposal 6: We recommend rejection of Proposal 6 because it is designed to further Glenview’s plan to remove and replace the Board which we believe is not in the best interests of the Company and its stockholders.

WE URGE STOCKHOLDERS TO REJECT THE GLENVIEW CONSENT PROPOSALS AND REVOKE ANY CONSENT PREVIOUSLY SUBMITTED.

DO NOT DELAY. IN ORDER TO HELP ENSURE THAT THE CURRENT BOARD IS ABLE TO ACT IN YOUR BEST INTERESTS, PLEASE SIGN, DATE AND DELIVER THE ENCLOSED WHITE CONSENT REVOCATION CARD USING THE ENCLOSED PRE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU HAVE SIGNED THE GOLD CONSENT CARD FROM GLENVIEW.

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BACKGROUND OF GLENVIEW SOLICITATION

On April 23, 2012, Glenview filed a Schedule 13G with the SEC to report ownership of 12,824,276 shares of Common Stock, which at the time was approximately 5% of the shares of Common Stock outstanding.

On December 21, 2012, Glenview filed an amendment to its Schedule 13G to report ownership of 33,609,503 shares of Common Stock, which at the time was approximately 13.11% of the shares of Common Stock outstanding.

On February 14, 2013, Glenview filed a further amendment to its Schedule 13G to report, as of December 31, 2012, ownership of 35,059,503 shares of Common Stock, which at the time was approximately 13.68% of the shares of Common Stock outstanding.

According to Glenview, its most recent purchase of shares of Common Stock was on January 10, 2013 and it subsequently reported on a Form 4 that it owned 37,757,583 shares of Common Stock, which at the time was approximately 14.56% of the shares of Common Stock outstanding.

Over the course of Glenview’s accumulation of shares of the Company, the Company had several conversations with Glenview in the normal course of the Company’s investor relations activities.

On May 6, 2013, Glenview filed a Schedule 13D (converting from a Schedule 13G) with respect to its ownership of approximately 14.56% of the shares of Common Stock outstanding and disclosed that it may engage in communications with relevant parties, including the Board and management, regarding enhancing stockholder value at the Company. Furthermore, by converting to a Schedule 13D, Glenview indicated that it may, among other things, increase its ownership stake in the Company, influence control of the Company, and seek to have the Company undertake a change in control or other extraordinary transaction.

On May 10, 2013, Glenview sent a letter to the Company’s Chairman, William J. Schoen (“Mr. Schoen”), and Lead Director, Robert A. Knox (“Mr. Knox”), which was shared with the Board on May 11, 2013, requesting a meeting to discuss, among other things, management performance awards, financial reporting, capital allocation decisions and potential evaluation of strategic alternatives with respect to the Company.

On May 13, 2013, Company counsel, in a phone conversation with Glenview, acknowledged receipt of Glenview’s letter and indicated to Glenview that any in-person meeting with Glenview would likely occur after the 2013 annual meeting of stockholders given Mr. Schoen’s travel commitments and the ongoing preparations for the annual meeting of stockholders. Company counsel indicated that he would follow up with Mr. Schoen to schedule a phone conversation in advance of the 2013 annual meeting.

On May 15, 2013, Mr. Knox, Mr. Schoen, certain other Company representatives and Glenview had a phone conversation in which they discussed, among other things, the calculation of incentive compensation for management.

On May 21, 2013, the Company held its 2013 annual meeting of stockholders at which all nine of the incumbent directors were re-elected to the Board with recommendations for their re-election from proxy advisory services firms such as ISS and Glass Lewis.

On May 22, 2013, affiliates of Glenview provided the Corporation with notice that it made a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), which notice indicated that these affiliates intend to acquire, collectively, up to approximately $2.2 billion of the Company’s outstanding Common Stock.

On May 24, 2013, in light of Glenview’s Schedule 13D filing, as well as its filing under the HSR Act, the Company adopted a stockholder rights plan (the “Rights Plan”) in order to help promote the fair and equal treatment of all stockholders of the Company and ensure that the Board remain in the best position to discharge its fiduciary duties to the Company and its stockholders. The Rights Plan adopted by the Board has a short one-year term and a 15% ownership threshold.

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On May 28, 2013, Glenview issued a press release noting that it had no present intention or future plan to buy 75% of the Company notwithstanding its HSR filing.

On May 28, 2013, the Company issued a press release announcing that Gary D. Newsome, President and Chief Executive Officer of the Company and a member of the Board notified the Company that he will retire from these positions, effective July 31, 2013, in order to answer a calling from the First Presidency of The Church of Jesus Christ of Latter-day Saints to serve as the President of the Uruguay-Montevideo Mission in South America. The Company announced that a committee of the Board, comprised of Kent P. Dauten, Donald E. Kiernan, Mr. Knox and Mr. Schoen, has been formed to lead a search for potential candidates to replace Mr. Newsome and ensure a smooth transition from Mr. Newsome.

On June 11, 2013, Glenview, in an amendment to its Schedule 13D, requested that the Company redeem the Rights Plan or increase the ownership limit to a 25% threshold and indicated it was evaluating the formulation of plans and proposals, including changes to all or a portion of the Board. Glenview further indicated in its Schedule 13D filing its intent to engage in communications with potential board nominees and that it may engage in communications with, among others, the Company’s management or directors, stockholders and other potential investors, potential strategic partners, financial advisors and other industry participants regarding such matters.

On June 12, 2013, the Company issued a press release announcing that the Board had engaged Morgan Stanley & Co. LLC and Weil, Gotshal & Manges LLP in connection with the accumulation of shares by Glenview, as well as the Board’s ongoing consideration of strategic alternatives and opportunities available to the Company.

On the morning of June 25, 2013, Glenview filed a preliminary consent solicitation statement on Schedule 14A with the SEC in connection with its intention to solicit the Company’s stockholders for their written consent to remove all nine members of the Board and to replace them and fill the resulting vacancies with eight nominees. Later that morning, Glenview sent a letter to the Board requesting the Company to confirm, with the requisite lenders under the Company’s debt documents if needed, and to disclose to the stockholders, that a change in a majority of directors pursuant to Glenview’s consent solicitation will not constitute an event of default under the certain of the Company’s agreements, including the Company’s debt documents and the Company’s executive incentive compensation plan.

On July 2, 2013, the Company filed its preliminary consent revocation statement on Schedule 14A with the SEC.

On July 3, 2013, Glenview announced, in a letter to the Company’s shareholders, that it added a ninth nominee, JoAnn Reed, to its slate of director nominees.

On July 15, 2013, the Company filed Amendment No. 1 to its preliminary consent revocation statement on Schedule 14A with the SEC.

On July 16, 2013, Glenview filed a definitive consent solicitation statement on Schedule 14A with the SEC.

On July 17, 2013, the Company filed Amendment No. 2 to its preliminary consent revocation statement on Schedule 14A with the SEC.

On July 18, 2013, Glenview announced that Earl Holland withdrew his candidacy as a director nominee, thereby reducing the slate of directors nominated by Glenview to eight.

On July 19, 2013, Glenview filed Amendment No. 1 to its definitive consent solicitation statement on Schedule 14A with the SEC.

On July 19, 2013, Glenview filed Amendment No. 2 to its definitive consent solicitation statement on Schedule 14A with the SEC.

On July 19, 2013, the Company filed a definitive consent revocation statement on Schedule 14A with the SEC.

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QUESTIONS AND ANSWERS ABOUT THIS CONSENT REVOCATION SOLICITATION

Who is making this solicitation?

Your Board.

What are we asking you to do?

We are asking you to revoke any consent that you may have delivered in favor of the six proposals described in the Glenview Consent Solicitation and, by doing so, to preserve your current Board, which will continue to act in your best interests. Even if you have not submitted a gold consent card, we urge you to submit a WHITE Consent Revocation Card today.

What is a consent solicitation?

Under Delaware law and the Company’s organizational documents, stockholders may act without a meeting and without a vote if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

What does the Board recommend?

Your Board strongly believes that the solicitation being undertaken by Glenview is not in the best interests of all of the Company’s stockholders for the reasons described above. Your Board unanimously opposes the solicitation by Glenview and urges stockholders to reject the solicitation and revoke any consent previously submitted.

If I have already delivered a consent, is it too late for me to change my mind?

No. Until the requisite number of duly executed, unrevoked consents are delivered to the Company in accordance with Delaware law and the Company’s organizational documents, the consents will not be effective. At any time prior to the consents becoming effective, you have the right to revoke your consent by delivering a WHITE Consent Revocation Card, as discussed in the following question.

When will the consents become effective?

Under Section 228 of the Delaware General Corporation Law, the Glenview Consent Proposals will become effective if valid, unrevoked consents signed by the holders of a majority of the shares of the Common Stock outstanding as of the Record Date are delivered to the Company within 60 days of the earliest-dated consent delivered to the Company.

What is the effect of delivering a WHITE consent revocation card?

By marking the “YES, REVOKE MY CONSENT” boxes on the enclosed WHITE Consent Revocation Card and signing, dating and mailing the card in the postage-paid envelope provided, you will revoke any earlier dated consent that you may have delivered to Glenview. Even if you have not submitted Glenview’s gold consent card, you may submit a WHITE consent revocation as described above. Even if you have not submitted Glenview’s gold consent card, we urge you to submit a WHITE Consent Revocation Card. Submitting a WHITE Consent Revocation Card will have no legal effect if you have not previously submitted Glenview’s gold consent card, but it will allow us to keep track of the consent process.

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If Glenview’s proposals are approved, will it result in a “change of control? And, if so, what will this mean for the Company?”

If the Glenview Consent Solicitation is successful, all of the current members of your Board would be replaced with Glenview Nominees, which may result in a “change of control” that triggers, among other things, the acceleration of debt, an obligation to make a repurchase offer or other payment obligations under certain of the Company’s debt documents and equity award plans. The Board is considering what actions to take under the provisions of its debt documents and equity award plans, including by potentially approving the Glenview Nominees, to provide that a “change of control” would not be triggered if the Glenview Consent Solicitation is successful. However, no assurance can be made that such action will be taken prior to the completion of the Glenview solicitation or that any third party consent required by one or more of the foregoing agreements will be provided on terms acceptable to the Company or at all.

Under the existing terms of the Company’s debt documents, as described below, if the Glenview Consent Solicitation is successful, approximately $3.5 billion of aggregate indebtedness would become immediately due and payable if the lenders under the Credit Agreement (as defined below) and the noteholders under the 2020 Senior Note Indenture (as defined below), Convertible Note Indenture (as defined below) and 2016 Senior Note Indenture (as defined below) elected to accelerate the indebtedness under the terms of their respective debt documents as a result of the change of control of the Board. The Company does not have sufficient cash on hand to immediately payoff such indebtedness and there can be no assurance that the Company would be able to refinance such indebtedness on terms acceptable to the Company or at all.

Under the Credit Agreement, dated as of November 18, 2011, among the Company, Wells Fargo Bank, National Association and the other parties thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), a “Change of Control” of the Company would constitute an event of default. A “Change of Control” is defined to include an event or series of events by which during any period of 12 consecutive months, a majority of the members of the Board cease to be composed of individuals (i) who were members of the Board on the first day of such period, (ii) whose election or nomination to the Board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the Board or (iii) whose election or nomination to the Board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of the Board (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board). In addition, the occurrence of an event of default under any of the 2020 Senior Note Indenture, Convertible Note Indenture or 2016 Senior Note Indenture would also trigger a cross-default under the Credit Agreement. Upon an event of default, the lenders holding a majority of the outstanding term loans and revolving credit commitments under the Credit Agreement would be able to accelerate any unpaid loan amounts requiring the Company to immediately repay all such amounts (plus accrued interest to the date of repayment). As of July 1, 2013, approximately $633,369,000 of the Company’s Term Loan A, $1,357,805,000 of the Company’s Term Loan B, $150,000,000 of the Company’s revolving line of credit and $53,000,000 of standby letters of credit was outstanding under the Credit Agreement.

The Indenture (the “2020 Senior Note Indenture”) governing the Company’s 7.375% senior notes due 2020 (the “2020 Senior Notes”) requires the Company to make an offer to repurchase the notes upon a “Change of Control.” A “Change of Control” includes the first day on which a majority of the members of the Board are not Continuing Directors. A Continuing Director is defined to be, as of any date of determination, any member of the Board of who: (i) was a member of the Board on the date of issuance of the 2020 Senior Notes or (ii) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election. As of July 1, 2013, approximately $875,000,000 of the 2020 Senior Notes was outstanding. Glenview has requested that the Board approve the Nominees in order to avoid a “Change of Control” under the 2020 Senior Note Indenture. If a “Change of Control” under the 2020 Senior Notes occurs, the repurchase offer for the 2020 Senior Notes must be made at

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101% of par (plus accrued interest to the date of purchase). Additionally, an event of default under the Credit Agreement that results in the acceleration of indebtedness thereunder would result in an event of default under the 2020 Senior Note Indenture. Upon an event of default, the requisite noteholders under the 2020 Senior Note Indenture would be able to accelerate any unpaid note amounts and require the Company to immediately repay all such amounts (plus accrued interest to the date of repayment).

The Indenture (the “Convertible Note Indenture”) governing the Company’s 3.75% convertible senior subordinated notes due 2028 (the “Convertible Notes”) requires the Company to make an offer to repurchase the notes upon a “Fundamental Change” so long as no event of default exists. A “Fundamental Change” includes a cessation of the Continuing Directors constituting at least a majority of the Board. A Continuing Director is defined to be a director who either was a member of the Board on the date of the Convertible Note Indenture or who becomes a director of the Company subsequent to such date and whose election, or nomination for election by the Company’s stockholders, is duly approved by a majority of the Continuing Directors on the Board at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board in which such individual is named as nominee for director. As of July 1, 2013, approximately $86,545,000 (net of discounts) of the Convertible Notes was outstanding. If a “Change of Control” occurs and no event of default has occurred and is continuing, a repurchase offer for the Convertible Notes must be made at par (plus accrued interest to the date of purchase). Additionally, an event of default under the Credit Agreement that results in the acceleration of indebtedness thereunder would result in an event of default under the Convertible Note Indenture. Upon an event of default, the requisite noteholders under the Convertible Note Indenture would be able to accelerate any unpaid note amounts requiring the Company to immediately repay all such amounts (plus accrued interest to the date of repayment).

Under the Indenture (the “2016 Senior Note Indenture”) governing the Company’s 6.125% senior notes due 2016 (the “2016 Senior Notes”), an event of default under the Credit Agreement that results in the acceleration of indebtedness thereunder would result in an event of default under the 2016 Senior Note Indenture. Upon an event of default, the requisite noteholders under the 2016 Senior Note Indenture would be able to accelerate any unpaid note amounts requiring the Company to immediately repay all such amounts (plus accrued interest to the date of repayment). As of July 1, 2013, approximately $398,877,000 (net of discounts) of the 2016 Senior Notes was outstanding. The 2016 Senior Note Indenture does not contain a change of control “put” provision.

Under the Company’s Amended and Restated 1996 Executive Incentive Compensation Plan, as amended (the “Plan” or the “EICP”), a “Change in Control” includes a change in the composition of the Board such that the individuals who, as of December 12, 1995, constitute the Board (such Board, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to December 12, 1995 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act, including any successor to such Rule) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board shall in no event be considered as a member of the Incumbent Board. Upon a “Change in Control”:

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Under the Company’s 2006 Outside Director Restricted Stock Award Plan, as amended, a “Change in Control” of the Company shall be deemed to have occurred immediately upon the occurrence of a “Change in Control” pursuant to the Plan. Upon a “Change in Control,” the Company shall make a cash payment to the participants in an amount equal to the highest price per share received by holders of the Common Stock in connection with the Change in Control multiplied by the number of shares of Common Stock subject to an award thereunder.

Please see the table on page 50 that outlines the potential payments and benefits payable to each named executive officer in the event of retirement, a change of ownership under the Supplemental Plan, a change of control under the EICP and death or disability, in each case, as if such events had occurred on December 31, 2012.

Who should I call if I have questions about the solicitation?

Please call Georgeson toll free at (800) 509-1312.

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THE CONSENT PROCEDURE

Voting Securities and Record Date

In accordance with Delaware law and the Company’s organizational documents, the close of business on July 18, 2013 has been established as the Record Date for the determination of the Company’s stockholders who are entitled to execute, withhold or revoke consents relating to the Glenview Consent Solicitation. As of the Record Date, there were 260,214,665 shares of the Company’s Common Stock outstanding. Each share of the Company’s Common Stock outstanding as of the Record Date will be entitled to one vote.

Only stockholders of record as of the Record Date are eligible to execute, withhold or revoke consents in connection with the Glenview Consent Proposals. Persons beneficially owning shares of the Company’s Common Stock (but not holders of record), such as persons whose ownership of Common Stock is through a broker, bank, financial institution or other nominee holder, may wish to contact such broker, bank, financial institution or other nominee holder and instruct such person to execute the WHITE Consent Revocation Card on their behalf. Any failure to consent will have the same effect as withholding consent from the Glenview Consent Proposals.

Effectiveness of Consents

Under Delaware law and the Company’s certificate of incorporation, stockholders may act without a meeting and without a vote, if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Under Section 228 of the Delaware General Corporation Law, the Glenview Consent Proposals will become effective if valid, unrevoked consents signed by the holders of a majority of the shares of the Common Stock outstanding as of the Record Date are delivered to the Company in the manner required by Delaware law within 60 days of the earliest-dated consent delivered to the Company.

Because the Glenview Consent Proposals could become effective before the expiration of the 60-day period, we urge you to act promptly to return the WHITE Consent Revocation Card.

Effect of WHITE Consent Revocation Card

A stockholder may revoke any previously signed consent by signing, dating and returning to the Company a WHITE Consent Revocation Card. A consent may also be revoked by delivery of a written revocation of your consent to Glenview. Stockholders are urged, however, to return all consent revocations in the envelope provided or to Georgeson. The Company requests that if a revocation is instead delivered to Glenview, a copy of the revocation also be returned in the envelope provided so that the Company will be aware of all revocations and so that the inspector of elections can accurately account for all revocations.

Unless you specify otherwise, by signing and delivering the WHITE Consent Revocation Card, you will be deemed to have revoked consent to all of the Glenview Consent Proposals.

Any consent revocation may itself be revoked by marking, signing, dating and delivering a written revocation of your WHITE Consent Revocation Card to the Company or to Glenview or by delivering to Glenview a subsequently dated gold consent card that Glenview sent to you.

The revocation of any previously delivered consent or consent revocation must be signed, have a subsequent date than the previously delivered consent or consent revocation and is not required to state the number of shares held unless you wish to revoke your consent with respect to less than all shares as to which you previously consented, in which case you must state the number of shares to which your revocation relates. In addition, if you have more than one account with respect to which you have delivered a consent, the revocation should identify the relevant account the consent for which is being revoked.

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The Company has retained Georgeson to assist in communicating with stockholders in connection with the Glenview Consent Solicitation and to assist in our efforts to obtain consent revocations. If you have any questions about how to complete or submit your WHITE Consent Revocation Card or any other questions, Georgeson will be pleased to assist you. Please call Georgeson toll free at (800) 509-1312.

If any shares of Common Stock that you owned on the Record Date were held for you in an account with a stock brokerage firm, bank nominee or other similar “street name” holder, you are not entitled to vote such shares directly, but rather must give instructions to the stock brokerage firm, bank nominee or other “street name” holder to grant or revoke consent for the shares of Common Stock held in your name. Accordingly, you should follow the instructions on the WHITE Consent Revocation Card to vote your shares. Alternatively, you can contact the person responsible for your account and direct him or her to execute the enclosed WHITE Consent Revocation Card on your behalf. You are urged to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to the Company, c/o Georgeson, at the address or facsimile number set forth above so that the Company will be aware of your instructions and can attempt to ensure each instruction is followed.

YOU HAVE THE RIGHT TO REVOKE ANY CONSENT YOU MAY HAVE PREVIOUSLY GIVEN TO GLENVIEW. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE THE WHITE CONSENT REVOCATION CARD ACCOMPANYING THIS CONSENT REVOCATION STATEMENT. IF YOU DO NOT INDICATE A SPECIFIC VOTE ON THE WHITE CONSENT REVOCATION CARD WITH RESPECT TO THE GLENVIEW CONSENT PROPOSALS, THE CONSENT REVOCATION CARD WILL REPRESENT AN INSTRUCTION TO REVOKE ANY CONSENT WITH RESPECT TO ALL SUCH PROPOSALS IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION.

You should carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged not to sign any gold consent cards. Instead, reject the solicitation efforts of Glenview by promptly completing, signing, dating and returning the enclosed WHITE Consent Revocation Card in the envelope provided. Please be aware that if you sign a gold consent card but do not check any of the boxes on the card, you will be deemed to have consented to all of the Glenview Consent Proposals.

Results of Consent Revocation Statement

The Company intends to retain an independent inspector of elections in connection with the Glenview Consent Solicitation. The Company intends to notify stockholders of the results of the consent solicitation by issuing a press release, which it will also file with the SEC as an exhibit to a Current Report on Form 8-K, promptly following the receipt of a final report of the inspector of elections.

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SOLICITATION OF CONSENT REVOCATIONS

Cost and Method

The cost of the solicitation of revocations of consent will be borne by the Company. The Company estimates that the total expenditures relating to the Company’s consent revocation solicitation (other than salaries and wages of officers and employees, but including costs of any litigation related to the solicitation) will be approximately $1,500,000, of which approximately $250,000 has been incurred as of the date hereof. In addition to solicitation by mail, directors, officers and other employees of the Company may, without additional compensation, solicit revocations by mail, in person or by telephone or other forms of telecommunication.

The Company has retained Georgeson as proxy solicitors, at an estimated fee of $325,000 plus reasonable out-of-pocket expenses, to assist in the solicitation of revocations. Georgeson will also assist the Company’s communications with its stockholders with respect to the consent revocation solicitation and such other advisory services as may be requested from time to time by the Company. The Company will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding the Company’s consent revocation materials to, and obtaining instructions relating to such materials from, beneficial owners of the Common Stock. In addition, Georgeson and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Participants in the Company’s Solicitation

Under applicable SEC regulations, each of our directors and certain executive officers of the Company are deemed to be “participants” in this solicitation of consent revocations. Please refer to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Certain Information Regarding Participants in this Consent Revocation Solicitation” for information about our directors and certain of our executive officers who are deemed to be participants in the solicitation. Except as described in this Consent Revocation Statement, there are no agreements or understandings between the Company and any such participants relating to employment with the Company or any future transactions.

Other than the persons described above, no general class of employee of the Company will be employed to solicit stockholders. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation.

Except as set forth above, neither the Company nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to stockholders of the Company concerning the consent revocation solicitation.

APPRAISAL RIGHTS

Holders of shares of Common Stock do not have appraisal rights under Delaware law in connection with the Glenview Consent Proposals or this Consent Revocation Statement.

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CURRENT DIRECTORS OF THE COMPANY

The following is information as of July 15, 2013, regarding each director of the Company:

William J. Schoen has more than 25 years of experience as our President, Chief Executive Officer and Chairman. This experience provides Mr. Schoen a deep and unique understanding of the Company and our industry. Mr. Schoen has broad business experience, having served as chief executive officer or chairman with companies in the health care, consumer products and banking industries, and utilizes this broad experience in reviewing and advising us with respect to our business plans, budgets, business strategies, commercial and investment banking relationships, and potential capital markets transactions. Mr. Schoen, age 77, has served as our Chairman of the Board since April 1986. He became our President and Chief Operating Officer in December 1983, Co-Chief Executive Officer in December 1985 and Chief Executive Officer in April 1986. He served as President until April 1997 and Chief Executive Officer until January 2001. From 1982 to 1987, Mr. Schoen was Chairman of Commerce National Bank, Naples, Florida and from 1973 to 1981 he was President, Chief Operating Officer and Chief Executive Officer of The F&M Schaefer Corporation, a consumer products company. From 1971 to 1973, Mr. Schoen was President of the Pierce Glass subsidiary of Indian Head, Inc. Mr. Schoen also currently serves on the Board of Trustees of the University of Southern California and numerous non-profit organizations.

Gary D. Newsome has over 25 years of senior management experience in the health care industry, including approximately ten years of management experience with us. In particular, Mr. Newsome has extensive experience in all aspects of hospital operations and organizational management. As our President and Chief Executive Officer, Mr. Newsome has a thorough knowledge of the Company and industry. Mr. Newsome, age 55, became our President and Chief Executive Officer and a director in September 2008. From early 1998 until September 2008, Mr. Newsome was employed by Community Health Systems, Inc. He joined Community Health Systems, Inc. as a Group Vice President and by the end of his tenure with the company he was a Division President with responsibility for hospitals in Illinois, New Jersey, Pennsylvania, Tennessee and West Virginia. Mr. Newsome previously held management positions with us from June 1993 to March 1998, including Divisional Vice President, Assistant Vice President/Operations and Group Operations Vice President. Mr. Newsome is a member of the American College of Healthcare Executives.

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Kent P. Dauten has over 30 years of experience in the venture capital, private equity and investment advisory fields. Mr. Dauten has served on our Board for approximately 30 years, which affords him valuable insight and perspective on our operations. Mr. Dauten has extensive experience leading organizations, dealing with capital market transactions and acquisition matters and is experienced in overall financial risk identification, assessment and management. Mr. Dauten, age 57, served on our Board from March 1981 through May 1983 and from June 1985 through September 1988. He was again elected as a director in November 1988 and has served on our board continuously since that time. Since February 1994, Mr. Dauten has been President, and since June 2005, he has been Managing Director, of Keystone Capital, Inc., a private investment firm that he founded. Mr. Dauten was formerly a Senior Vice President of Madison Dearborn Partners, Inc., a private equity investment firm, and of First Chicago Investment Corporation and First Capital Corporation of Chicago, the venture capital subsidiaries of First Chicago Corporation, where he had been employed in various investment management positions since 1979. Mr. Dauten also currently serves on the boards of directors of Iron Mountain Incorporated, Northwestern Memorial HealthCare and Northwestern Memorial Foundation.

Pascal J. Goldschmidt, M.D. has extensive experience in the health care industry, including experience as the chief executive officer of a health care and hospital system and dean of a premier medical school managing physicians and other health care professionals. At a time of substantial and rapid change in our industry, Dr. Goldschmidt brings a comprehensive and deep understanding of the challenges and opportunities in the health care industry to our Board. Dr. Goldschmidt, age 58, is a cardiologist and cardiovascular researcher and is the Senior Vice President for Medical Affairs and Dean of the University of Miami Leonard M. Miller School of Medicine. He also serves as Chief Executive Officer of the University of Miami Health System, which includes three hospitals and more than two dozen outpatient facilities in five Florida counties. Prior to joining the University of Miami in April 2006, Dr. Goldschmidt was on the faculty of Duke University Medical Center where he served as the Chairman of the Department of Medicine and Chief of the Division of Cardiology. Before joining the faculty of Duke University Medical Center in 2000, Dr. Goldschmidt was the Director of Cardiology at The Ohio State University College of Medicine and Public Health. Additionally, Dr. Goldschmidt currently serves on the board of directors of MEDNAX, Inc. and served on the board of directors of OPKO Health, Inc. from 2007 to 2011.

Donald E. Kiernan has 20 years of experience as a Certified Public Accountant in private practice, including management positions with an international public accounting firm, and served in senior leadership capacities, including Treasurer and Chief Financial Officer for more than a decade with a Fortune 50 company. He brings to our Board particular expertise in financial management, accounting, information technology and corporate governance. Mr. Kiernan has also been a director of eight public companies over the past 20 years, with service on audit, finance, compensation and governance committees, giving him important experience and perspective that is valuable to our Board. Mr. Kiernan, age 72, is the retired Senior Executive Vice President and Chief Financial Officer of SBC Communications, Inc., a telecommunications company, a position he held from October 1993 to August 2001. Prior to that and since 1990, he served as Senior Vice President of Finance and Treasurer for SBC Communications, Inc. Mr. Kiernan is a Certified Public Accountant and former partner of Arthur Young & Company. Mr. Kiernan served on the boards of directors of LaBranche & Co Inc. from 2003 to 2011, Seagate Technology from 2003 to 2009, and MoneyGram International, Inc. from 2004 to 2008.

Robert A. Knox has significant senior leadership experience and expertise in the investment and financial services industries. Mr. Knox has broad experience leading significant organizations and has more than 25 years of experience on our Board, as well as extensive leadership positions on other boards. This broad experience provides him with critical insight and perspective on our operations. Mr. Knox, age 61, is the lead director of our board. He is Senior Managing Director of Cornerstone Equity Investors, LLC, an investment advisory firm which he co-founded in 1996. Mr. Knox was formerly Chairman and Chief Executive Officer of Prudential Equity Investors, Inc., a private equity investment firm. Prior to the formation of Prudential Equity Investors, Inc. in 1983, Mr. Knox was an investment executive with The Prudential Insurance Company of America. He currently serves on the boards of directors of several private companies and is the Chairman of the Board of Trustees of Boston University.

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Vicki A. O’Meara has substantial legal, operational and governmental experience, as well as expertise in corporate governance and strategic planning. Ms. O’Meara’s operational experience includes overall responsibility for both the human resources function of a large public company and the profitability of a large operating division of such company. Her experience in senior governmental leadership positions provides her with a perspective on legislative process and issues that is valuable to our Board given the central role of health care reform in national politics. Ms. O’Meara, age 55, is Executive Vice President of Pitney Bowes and President of Pitney Bowes Services & Solutions. Ms. O’Meara joined Pitney Bowes in June 2008 as Executive Vice President and Chief Legal and Compliance Officer. In July 2010, she became Executive Vice President and President, Pitney Bowes Management Services & Government and Postal Affairs. Previously, Ms. O’Meara served as President—U.S. Supply Chain Solutions for Ryder System, Inc. Ms. O’Meara joined Ryder System, Inc. as Executive Vice President and General Counsel in June 1997 from the Chicago office of the law firm of Jones Day Reavis & Pogue, where she was a partner and chair of the firm’s Global Environmental, Health and Safety Group. Ms. O’Meara has also served in a variety of federal government positions, including Acting Assistant Attorney General under President George H. W. Bush, where she headed the Environmental and Natural Resources Division of the U.S. Department of Justice, Deputy General Counsel of the U.S. Environmental Protection Agency, and Assistant to the General Counsel in the Office of the Secretary of the Army. Ms. O’Meara was a 1986-87 White House Fellow and, in that capacity, she served as Special Assistant to the White House Counsel and as Deputy Secretary of the Cabinet Domestic Policy Council.

William C. Steere, Jr. a former Chairman and Chief Executive Officer of Pfizer Inc., a Fortune 50 company, is widely regarded as one of the most distinguished leaders of the pharmaceutical industry, bringing to our Board substantial expertise leading a large public company, as well as deep and comprehensive knowledge of, and experience with, the pharmaceutical industry. In addition, from his board positions with medical institutions such as the New York University Medical Center and Memorial Sloan-Kettering Cancer Center, Mr. Steere has in-depth knowledge of the health care industry. Mr. Steere, age 76, has been the Chairman Emeritus of Pfizer Inc. since July 2001. He was Chairman of the Board of Pfizer Inc. from 1992 to 2001, and its Chief Executive Officer from 1991 to 2000. He was a director of Dow Jones & Company, Inc. from 1997 to 2007 and retired as a director of MetLife, Inc. in April 2010. Mr. Steere currently serves as a director of Zoetis Inc., the New York University Medical Center and the New York Botanical Garden and is a member of the Board of Overseers of Memorial Sloan-Kettering Cancer Center.

Randolph W. Westerfield, Ph.D. has extensive financial expertise and broad experience leading organizations, having served in senior leadership capacities and on the finance faculties of two of the country’s leading business schools for more than 40 years. Dr. Westerfield’s previous service as a member of the audit committee of a registered investment company and as a member of the audit committee and the chair of the compensation committee of another public company gives him important experience and perspective that is valuable to our Board. Dr. Westerfield, age 71, is Dean Emeritus and the Charles B. Thornton Professor of Finance at the Marshall School of Business at the University of Southern California. From 1993 to 2004, Dr. Westerfield served as Dean of the Marshall School of Business. Previously, he was a member of the finance faculty at the Wharton School of Business at the University of Pennsylvania for 20 years. Dr. Westerfield served on the board of directors of Oaktree Finance, LLC from 2011 to 2012 and Nicholas-Applegate Fund, Inc. from 2000 to 2009. Dr. Westerfield has taught corporate finance at the undergraduate and graduate level for over 40 years and has served on audit committees of public companies and investment management companies.

Director Nominations

Consistent with our corporate governance guidelines, it is the policy of the corporate governance and nominating committee that all persons nominated to be a director possess the following qualifications and attributes:

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The corporate governance and nominating committee evaluates director candidates, including candidates nominated by stockholders, whom it believes meet the criteria described above through reference and background checks, interviews and an analysis of each candidate’s specific qualifications and attributes in light of the current composition of the board and our leadership needs at the time. Pursuant to our corporate governance guidelines and the corporate governance and nominating committee charter, the committee also considers each candidate’s contribution to the diversity of the board and seeks women and minority candidates in director identification and recruitment efforts.

The corporate governance and nominating committee may also engage the services of an outside consultant to assist it with conducting searches to identify director candidates, evaluating candidates’ qualifications, performing reference and background checks and making initial contact with potential candidates.

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CORPORATE GOVERNANCE AT HEALTH MANAGEMENT

Board Independence

The Board has affirmatively determined that Mr. Dauten, Dr. Goldschmidt, Mr. Kiernan, Mr. Knox, Ms. O’Meara, Mr. Schoen, Mr. Steere and Dr. Westerfield are each independent under the independence standards of the NYSE. In evaluating independence, the Board affirmatively determines each year whether any director has any material relationship with the Company. When assessing the materiality of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint, but also from the standpoint of the persons or organizations with which the director has an affiliation. The Board also considers the frequency or regularity of any services provided by directors or persons or organizations with which the director has an affiliation, whether such services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided to the Company on substantially the same terms as those available to unrelated parties. The Board has affirmatively concluded that no material relationship exists between the Company and any of its independent directors, other than each such person’s position as one of our directors.

Board Leadership Structure

Chairman and Chief Executive Officer Roles

The Board believes that effective corporate governance is best accomplished if the roles of chairman of the Board and chief executive officer are separated. The Board believes that separating these two positions allows each person to focus on his or her individual responsibilities, which is essential in the current business and economic environment. Under this structure, our chief executive officer can focus his attention on the day-to-day operations and performance of the Company and implementing our long-term strategic plans. At the same time, our non-executive chairman of the Board can focus his attention on longer-term strategic issues, setting the agenda for, and presiding at, Board meetings, working collaboratively with our other Board members, and providing insight and guidance to our chief executive officer.

Independent Lead Director

In addition to separating the roles of chairman of the Board and chief executive officer, the Board has also selected Mr. Knox to serve as our lead director, with duties that include: working with the chairman to oversee the performance review of our chief executive officer; leading Board meetings when the chairman is not present; providing input to the chairman for the purpose of establishing the agenda for each Board meeting; and preparing agendas for executive sessions of the independent directors and presiding over such sessions.

Executive Sessions

In accordance with the listing standards of the NYSE, our non-management directors, all of whom are independent under the independence standards of the NYSE, meet in executive session on a regular basis without management present. Mr. Knox, as lead director, presides at these executive sessions.

Board Meetings

Director Attendance at Board Meetings

The Board held eight meetings during 2012. Each director attended at least 75% of such Board meetings and the meetings of Board committees on which he or she served.

Director Attendance At Annual Meeting

Company policy requires that each director attend our annual meeting of stockholders or provide the chairman of the Board with advance notice of the reason for not attending. All of our directors attended the annual meeting of stockholders that was held on May 21, 2013.

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Board Committees

The Board has standing audit, compensation and corporate governance and nominating committees. The Board also had an executive committee, which was dissolved on December 4, 2012. The table below indicates the number of meetings held during 2012 and the names of the directors serving on the audit, compensation and corporate governance and nominating committees as of March 25, 2013 and the names of the directors who served on the executive committee through December 4, 2012.

The current charter of each Board committee, our corporate governance guidelines and our code of business conduct and ethics are available on our website at www.hma.com under the heading “Investor Relations” and the subheading “Corporate Governance.” The information contained on our website is not a part of this Consent Revocation Statement.

Audit Committee

In accordance with SEC rules, the Board has determined that each of Mr. Dauten, Mr. Kiernan and Dr. Westerfield qualifies as an “audit committee financial expert” based on the professional work experience described in their respective biographies under “Current Directors of the Company.”

The audit committee reviews with our independent registered public accounting firm our consolidated financial statements and internal controls over financial reporting, our independent registered public accounting firm’s auditing procedures and fees, and the possible effects of professional services provided to us by our independent registered public accounting firm upon such firm’s independence. The audit committee also provides oversight review of our corporate compliance program.

The audit committee works closely with our senior executives, internal auditors and independent registered public accounting firm to assist the Board in overseeing our accounting and financial reporting processes and our consolidated financial statement audits. In furtherance of that role, the audit committee is charged with assisting the Board in overseeing: (1) the integrity of our consolidated financial statements; (2) our compliance with legal and regulatory requirements; (3) the qualifications and independence of our independent registered public accounting firm; and (4) the performance of both our internal auditors and our independent registered public accounting firm.

The audit committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, and is responsible for preparing the committee’s report required by SEC rules to be included in our annual proxy statement and performs such other tasks that are consistent with its charter. The audit committee’s report appears under the heading entitled “Report of the Audit Committee to Stockholders.”

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In February 2012, the audit committee adopted an amended code of business conduct and ethics, which applies to all of our directors, officers and employees and is designed to enhance adherence to the highest ethical standards and further support compliance with all applicable laws.

Compensation Committee

The compensation committee is responsible for designing and implementing compensation programs for our executives and directors that further the intent and purpose of the Company’s fundamental compensation philosophy. As part of fulfilling that responsibility, the compensation committee reviews the performance of our chief executive officer and our other named executive officers, establishes compensation levels, approves compensation payments to our chief executive officer and recommends the compensation levels for our other named executive officers to the Board.

The compensation committee is also responsible for: (1) reviewing and discussing with management the compensation discussion and analysis that is required by SEC rules to be included in our annual proxy statement; (2) preparing the committee’s report that SEC rules require be included in our annual proxy statement; and (3) performing such other tasks that are consistent with its charter. The duties and responsibilities of the compensation committee are set forth in its charter. Under its charter, the compensation committee has the sole authority to hire or engage compensation consultants and other advisors to help the compensation committee fulfill its responsibilities.

Each member of the compensation committee has direct experience establishing, reviewing and operating compensation programs for large organizations. The chairman of the compensation committee is responsible for setting the agenda for each committee meeting and for ensuring that meetings are conducted in an effective manner. The compensation committee also regularly engages in discussions regarding executive succession planning and team building.

The compensation committee’s report appears under the heading entitled “Compensation Committee Report.”

Corporate Governance and Nominating Committee

The corporate governance and nominating committee seeks to enhance the quality and diversity of nominees to the Board and is charged with identifying qualified persons, consistent with criteria approved by the Board, to become directors and recommending that the Board nominate such qualified persons for election as directors. The committee is also responsible for shaping corporate governance, overseeing an annual evaluation of the Board, and performing such other tasks that are consistent with its charter.

The corporate governance and nominating committee recommended the nine director nominees described in the annual proxy statement for election at the 2013 annual meeting and recommend the rejection of the Glenview Consent Proposals.

The corporate governance and nominating committee also considers stockholder recommendations for nominations to the Board. The committee evaluates such recommendations using the same evaluation process described under the heading entitled “Director Qualifications and Evaluation Process.” Such recommendations for nominations should be sent to: Health Management Associates, Inc., 5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108-2710, Attention: Corporate Secretary. Our corporate secretary will forward such recommendations to the corporate governance and nominating committee.

The corporate governance and nominating committee is also responsible for the review, approval and ratification of related party transactions. The corporate governance and nominating committee follows the guidelines set forth under the heading entitled “Certain Relationships and Related Transactions” prior to approving any related party transaction.

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Committee Self-Assessment Process

The corporate governance and nominating committee oversees an annual self-evaluation conducted by the Board to determine whether the individual committees and the Board are functioning effectively. In addition, the audit, compensation and corporate governance and nominating committees each perform an annual self-assessment to evaluate their effectiveness in fulfilling their obligations. Fulfillment of the responsibilities listed in each committee’s charter forms the principal criteria for the evaluations, as well as such other factors and circumstances as are determined to be appropriate by the Board or the corporate governance and nominating committee. The corporate governance and nominating committee also oversees individual director assessments in connection with the periodic evaluation of directors for purposes of making a recommendation to the Board as to the persons who should be nominated for election or re-election at the annual meeting of stockholders. As part of this annual self-assessment process, the corporate governance and nominating committee discusses the diversity of specific skills and characteristics necessary for the optimal functioning of the Board in its oversight of the Company. The corporate governance and nominating committee then gives consideration to these specific skill sets when considering candidates for nomination.

The Role of Board Committees in Risk Oversight

The audit committee focuses on financial risks, including those that could arise from our accounting and financial reporting processes. Additionally, the audit committee monitors and has oversight of the formal risk management programs and processes implemented by management. The corporate governance and nominating committee focuses on the management of risks associated with Board organization, membership and structure, as well as our corporate governance, and the recruitment and retention of talented Board members. The compensation committee focuses on the management of risks arising from our compensation policies and programs and, in particular, our executive compensation programs and policies.

The Role of the Board in Risk Oversight

The Board is actively engaged in the oversight of risks that could affect the Company. While the Board committees are focused on the above specific areas of risk, the full Board retains responsibility for the general oversight of risk. These responsibilities are satisfied through periodic reports from each committee chairman, including information regarding the risk considerations within each committee’s area of responsibility and expertise, as well as periodic reports to the Board or the appropriate committee from our management team, including our vice president who oversees risk management. Areas of material risk to the Company are reviewed quarterly, including operational, financial, legal, regulatory and strategic risks. The Board reviews this information to enable it to understand our risk identification, risk management and risk mitigation strategies. Items within the scope of a particular committee are reviewed by that committee, and the committee chairman subsequently reports to the full Board as part of the committee’s report. This enables the Board and its committees to coordinate the risk oversight role.

Comprehensive 2012 and 2011 Compliance Review

We maintain an effective compliance and ethics program. During October 2011, we engaged Strategic Management Services, LLC to perform an independent review of our compliance and ethics program. Over a six-month period, Strategic Management visited many of our hospitals and our home office in Naples, Florida. Strategic Management reviewed numerous documents related to our compliance and ethics program, interviewed over one hundred executives at our hospitals and home office, and conducted on-site focus group meetings with almost ninety employees at our hospitals. Strategic Management’s objective was to independently assess our compliance and ethics program and to ascertain whether we met the standards for an effective compliance program as set forth in the compliance guidance for hospitals issued by the U.S. Department of Health and Human Services, Office of Inspector General. During the pendency of Strategic Management’s review, both our chief executive officer and the chairman of our audit committee were periodically advised about the status of the

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review. During March 2012, the Board held a special meeting for Strategic Management to present its findings, observations and results. The Board will continue to oversee our review and response to Strategic Management’s findings, and will periodically review and assess our compliance and ethics program.

Director Education

We have a program for orienting new directors and providing continuing education for all directors. New directors attend a training session that introduces them to our operations and to our management team. Thereafter, directors are periodically notified about various educational programs offered by governance organizations and other educational institutions on topics such as audit, compensation, regulatory compliance and corporate governance. In addition, we routinely ask outside consultants and professional advisors to attend the Board and committee meetings to keep our directors up-to-date on the latest legal, regulatory, industry and governance developments. We also periodically invite outside consultants and professional advisors to make presentations to the Board and provide continuing education to our directors.

Stockholder Communications

Stockholders may send correspondence by mail to the full Board, to specific Board committees, or to individual directors (including correspondence recommending nominees to the Board as discussed above under “Corporate Governance and Nominating Committee”). Such correspondence should be addressed to the Board, the relevant committee or a particular director in care of: Health Management Associates, Inc., 5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108-2710, Attention: Corporate Secretary.

Interested parties may communicate directly with our independent directors by sending correspondence to our corporate secretary in accordance with the procedures described above. Any such correspondence should be specifically directed to the attention of the independent directors.

Our corporate secretary will promptly forward all stockholder correspondence as appropriate. Our corporate secretary is also responsible for identifying correspondence that does not directly relate to matters for which the Board is responsible and forwarding such correspondence to the appropriate person(s) within the Company, as well as identifying and, if appropriate, responding to inappropriate correspondence.

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REPORT OF THE AUDIT COMMITTEE TO STOCKHOLDERS

The audit committee is currently comprised of four members of the Board. In addition to meeting the independence standards of the NYSE, the Board has determined that all of the members of the audit committee are independent for purposes of the applicable Securities and Exchange Commission rules. The duties and responsibilities of the audit committee are set forth in the audit committee charter, in the form adopted by the Board and most recently revised on December 4, 2012.

The audit committee reviews the Company’s consolidated financial statements and internal accounting procedures with the Company’s independent registered public accounting firm. The audit committee also discusses the possible effects of professional services impacting the independence of the Company’s independent registered public accounting firm, provides oversight review of the Company’s corporate compliance and internal audit programs, assists the Board in overseeing the Company’s accounting and financial reporting processes and financial statement audits, and has other duties and functions as described in its charter.

The audit committee has:

When evaluating E&Y’s independence, the audit committee considered a number of factors, including whether E&Y’s provision of services to the Company beyond those rendered in connection with their audits and reviews of the Company’s consolidated financial statements were compatible with maintaining auditor independence. The audit committee also reviewed the fees paid to E&Y for audit and permitted non-audit services.

The audit committee discussed with E&Y, the Company’s financial management and internal auditors the overall scope and plans for the respective audits. The audit committee meets with E&Y and the internal auditors with and without management present to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

Based on the audit committee’s discussions with E&Y, the Company’s financial management and internal auditors and reviews of related reports, subject to the limitations on the committee’s role and responsibilities contained in the audit committee charter, the audit committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2012 be included in its annual report on Form 10-K filed with the Securities and Exchange Commission.

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The audit committee selects the Company’s independent registered public accounting firm annually. At the 2013 annual meeting of stockholders, the stockholders ratified the selection of E&Y for the year ending December 31, 2013.

Audit Committee

For fiscal 2012:

Kent P. Dauten, Chairman

Pascal J. Goldschmidt, M.D.

Donald E. Kiernan

Randolph W. Westerfield, Ph.D.

The foregoing report of the audit committee to stockholders is not “soliciting material,” is not deemed to be filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below presents certain information as of July 12, 2013 regarding shares of common stock held by: (1) each stockholder known by us to be the beneficial holder of more than 5% of our common stock; (2) each of our directors; (3) each of our “named executive officers” (as defined under the heading entitled “Executive Compensation and Compensation Discussion and Analysis”); and (4) all of our directors and executive officers as a group.

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DIRECTOR COMPENSATION

Attracting and retaining highly qualified directors is fundamental to the Company’s success. The compensation paid to our independent directors for service on the Board and Board committees is determined by the compensation committee. Generally, the compensation committee sets director compensation at a level that is intended to provide an incentive for current directors to continue in their roles and for new directors to join the Board. Our director compensation program consists of both cash and equity components. We also reimburse our directors for reasonable expenses incurred in connection with their attendance at Board and committee meetings and educational seminars.

Only our independent directors receive the compensation described below under “Cash Compensation” and “Stock Compensation.” Mr. Newsome, our president and chief executive officer, is not considered to be independent under applicable NYSE and SEC rules. Therefore, Mr. Newsome did not receive the compensation described in this section. All compensation paid to Mr. Newsome is presented in the 2012 Summary Compensation Table above.

Mr. Schoen, our non-executive chairman of the Board, is presently receiving $1.0 million per year under the Supplemental Plan, which he is entitled to receive during his lifetime due to his prior service as our chief executive officer. Mr. Schoen’s benefit under the Supplemental Plan is not related to or otherwise increased or enhanced based on his service as a member of the Board or as our non-executive chairman of the Board. In the event Mr. Schoen’s spouse survives him, the Supplemental Plan provides that she will continue to receive the same annual retirement payment for her life, but in no event for more than ten years after his death. For more information regarding the Supplemental Plan, see the heading entitled “Pension Benefits at December 31, 2012.”

Cash Compensation

Each of our independent directors was paid a quarterly cash retainer of $15,000 during 2012 for his or her service as a director. The chairman of each of the audit committee, compensation committee, and corporate governance and nominating committee received an additional $5,000 per year. During 2012, each independent director also received $5,000 for each Board meeting attended and each committee member received the following fees: $3,000 for each audit committee meeting attended; $2,000 for each corporate governance and nominating committee meeting attended; and $2,000 for each compensation committee meeting attended.

In addition to the independent director fees described above, Mr. Knox received $25,000 of supplemental compensation for his service as our lead director in 2012.

Mr. Schoen’s duties and responsibilities include, among other things, scheduling meetings of the Board, preparing agendas, reviewing our business plans, budgets, business strategies, financial statements and other financial information, and participating in meetings with the compensation committee or the chair of the compensation committee to review the performance of our chief executive officer. Mr. Schoen also periodically reviews our commercial and investment banking relationships and any contemplated capital markets transactions. For 2012, Mr. Schoen received the independent director fees as described above, as well as supplemental consideration of $200,000, for his service as our non-executive chairman.

Stock Compensation

On January 1, 2012, each of our independent directors received a deferred stock award under the EICP valued at approximately $145,000. Deferred stock awarded to directors under the EICP vests on a pro rata basis over a four-year period, assuming continuous service on the Board during such period. Prior to the delivery of any shares of deferred stock under the EICP, a director does not have any of the rights of a stockholder with respect to such shares, including the right to receive dividends and the right to vote such shares at any stockholders’ meeting.

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However, directors are entitled to dividend equivalents on their deferred stock. Any such dividend equivalents are subject to the same vesting conditions and are payable in cash, without interest, at the same time that the deferred stock vests. If a director dies or becomes disabled prior to the complete vesting of a deferred stock award under the EICP, the unvested portion of the stock award will immediately vest. If a director voluntarily resigns from the Board on or after his or her 65th birthday, the unvested portion of the stock award will continue to vest over the remainder of the four-year service period.

If the Board so determines, in its discretion, we may make a cash payment to a director in connection with: (1) the award of restricted stock and/or deferred stock; (2) the vesting or lapsing of restrictions applicable to restricted stock and/or deferred stock; or (3) the payment by a director of any taxes related thereto. No such payments were made by us during 2012.

Stock Ownership Objective

On February 21, 2012, the corporate governance and nominating committee reaffirmed our stock ownership objective for independent directors, which is summarized below.

The Board believes that stock ownership by directors strengthens their commitment to the long-term future of the Company and further aligns their interests with those of our stockholders. Accordingly, the corporate governance and nominating committee monitors the progress made by our independent directors in meeting our independent director stock ownership objective. During February 2013, the corporate governance and nominating committee reviewed director compliance with the above stock ownership objective and determined that all of our directors were compliant.

2012 Director Compensation Table

The table below presents information regarding the compensation of our independent directors during the year ended December 31, 2012.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis, which we refer to as CD&A, provides information about the compensation programs for our president and chief executive officer, our executive vice president and chief financial officer and each of our next three most highly compensated executive officers employed at the end of 2012, to whom we refer collectively as our “named executive officers.” Our named executive officers for 2012 were:

2012 Business Highlights

2012 was a successful year for the Company. In 2012, we continued to focus on our core operating initiatives of physician recruitment, market service development and emergency room operations, together with our strategy of acquiring hospitals that present meaningful opportunities for Adjusted EBITDA¹ growth and increased stockholder value.

The benefits of our continuing focus on strategic acquisitions and on our core operating initiatives have resulted in strong financial results despite a difficult and challenging economic and regulatory environment. From 2011 to 2012, net revenue increased by $790.6 million, or approximately 15.5%, including 5.3% of same hospital² net revenue growth. Our 2012 financial performance was reflected in our strong Adjusted EBITDA, with Adjusted EBITDA growing from $825.9 million in 2011 to $963.2 million in 2012, representing a year-over-year increase of approximately 16.6%.

Based on our Adjusted EBITDA performance, we achieved approximately 104% of our 2012 profit plan for purposes of our 2012 annual and long-term incentive compensation programs. Our consistent year-over-year financial performance is also demonstrated by the charts below.

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Our strong 2012 financial performance was also reflected in our stock price. The closing price of our common stock increased from $7.37 per share at the end of 2011 to $9.32 per share at the end of 2012, an increase of approximately 26.5%. Certain accomplishments that helped drive our 2012 financial and stock performance and position ourselves for continued success included:

Key Executive Compensation Actions in 2012 and Early 2013

In 2012 and early 2013, the compensation committee took the following actions:

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2012 CEO Pay At-A-Glance

Our consistent company financial performance is aligned with the compensation delivered to our chief executive officer under our executive compensation programs. Our year-over-year earnings consistency is strongly correlated to year-over-year consistency in the total direct compensation¹ of our chief executive officer as illustrated by the chart below.

Best Practices

Our executive compensation programs are designed to reinforce our philosophy of aligning each executive’s compensation with our short-term and long-term performance and are consistent with market best practices.

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2012 “Say-on-Pay” and Stockholder Engagement

At the 2013 annual meeting of stockholders, we held a non-binding stockholder vote on the compensation of our named executive officers, referred to as a “say-on-pay” vote. Our stockholders overwhelmingly approved the compensation of our named executive officers with approximately 74% of the shares entitled to vote voting in favor of the “say-on-pay” proposal. The compensation committee believes that this demonstrates our stockholders’ support of our approach to executive compensation.

However, as part of discussions with our stockholders and institutional stockholder advisory services, some concerns were expressed regarding the use of Adjusted EBITDA as the sole performance metric under our annual and long-term incentive compensation programs.

Consistent with our record of responsiveness to stockholder commentary or concerns, the compensation committee considered the views of our stockholders with respect to the compensation of our named executive officers. Also during 2012, the compensation committee engaged Towers Watson, its independent compensation consultant, to perform a review of market and peer group practices regarding performance metrics used in incentive compensation programs. In response to the concerns of our stockholders and after reviewing the data provided by Towers Watson, the compensation committee took action to incorporate quality measures into the 2013 annual and long-term incentive compensation programs.

Specifically, the amount earned by our named executive officers under the 2013 annual cash incentive compensation program and the 2013 long-term cash and equity incentive compensation program will be determined based on:

Use of Certain Metrics Under 2014 Hospital Value-Based Purchasing Program under 2013 Incentive Programs

The Hospital Value-Based Purchasing (VBP) Program is a Centers for Medicare & Medicaid Services (CMS) initiative that rewards acute care hospitals with incentive payments for the quality of care they provide to people with Medicare. Through the Hospital VBP Program, CMS is changing the way it pays hospitals, with a focus on rewarding hospitals for the quality of care they provide to Medicare patients, not just the quantity of procedures they perform. Hospitals are rewarded based on how closely they follow best clinical practices and how well hospitals enhance patients’ experiences of care.

The compensation committee has always believed that Adjusted EBITDA is a reflection of the quality of our health care services. In addition, in late 2012 the compensation committee began the transition to include quality measures under the 2014 Hospital VBP Program in addition to Adjusted EBITDA as performance metrics under our 2013 named executive officer incentive compensation programs. This transition aligns our named executive officer incentive compensation programs with our hospital and regional incentive compensation programs. The compensation committee believes that this change helps to align the compensation of our named executive officers with the quality of the care at our hospitals and rewards them for higher quality care and better patient outcomes.

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Due to the timing of these changes and the compensation committee’s historical practice of making awards of incentive compensation in February of each year, these additional quality-based performance measures are not reflected in the awards that were granted to our named executive officers in February 2012 and that were based on our Adjusted EBITDA performance in 2012. However, these changes have been reflected in the awards that were granted in February 2013 that are based on our Adjusted EBITDA performance and certain quality metrics under the 2014 Hospital VBP Program.

About Our Executive Compensation Programs

Philosophy and Objectives

Our executive compensation programs are founded on the belief that there should be a substantial and meaningful connection between the compensation of our named executive officers and the amount and quality of our earnings. We believe that the amount and quality of our earnings are directly impacted by the quality of our health care services, and that higher quality services result in increased admissions, as more patients choose us for health care services and more physicians choose to be affiliated with our hospitals. This, in turn, is expected to lead to improved financial performance. For that reason, the compensation committee reviews our quality data and designs our compensation policies, plans and programs to support our core operating initiatives, enhance the quality of the health care services delivered by our health care facilities and increase stockholder value.

The compensation committee believes that our ability to grow and be successful in the long-term is enhanced by a comprehensive compensation program that rewards outstanding service and that links compensation to performance. The compensation committee believes that our named executive officers should be rewarded for their individual contributions to our success through a combination of annual and long-term incentive compensation, with a particular emphasis on long-term incentive compensation.

Peer Group Compensation Data

When reviewing and validating its compensation decisions each year, the compensation committee considers, among other factors, named executive officer compensation programs at a peer group of public companies in our industry. The composition of our peer group is reviewed periodically and revised from time to time by the compensation committee with assistance from Towers Watson. In 2012, based on the data provided by Towers Watson, our peer group was updated to reflect changes in our competitive marketplace and in the companies that we compete with for management talent. The companies selected to be in our peer group met the following criteria:

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The intent of the revised peer group was to continue to position the Company around the 50th percentile against the revenue and market capitalization of the peer group companies. Based on this analysis, the compensation committee removed six companies (Amedisys, Inc., Brookdale Senior Living Inc., Gentiva Health Services, Inc., Kindred Healthcare, Inc., Sun Healthcare Group, Inc. and Sunrise Senior Living, Inc.) from our peer group. A seventh company (Lincare Holdings Inc.) was also removed because it is no longer a publicly traded company. Three companies (MEDNAX, Inc., Select Medical Holdings Corporation and Vanguard Health Systems, Inc.) were added to our peer group based on the abovementioned criteria. The following companies met our criteria and comprise our current peer group:

The compensation committee uses this initial larger peer group of 13 companies because it presents a larger group from which to conduct a statistically relevant compensation analysis of the industries in which we compete for executive talent. However, the compensation committee also reviews a more refined peer group composed of companies that we directly compete with in the acute care hospital business. We use this additional targeted peer group because these companies are subject to the same level of regulatory oversight, have similar complex business models and are companies that we view as direct competitors for executive talent. For 2012, three new companies were added to this more refined peer group.

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The targeted peer group consists of the following companies:

The Company ranks at the 54th percentile by reported revenue and the 50th percentile by market capitalization of this targeted peer group, each as measured using the same methodology described above for our larger peer group.

Tally Sheets

The compensation committee periodically analyzes tally sheets prepared for our named executive officers. Tally sheets present the dollar amount of each component of compensation for each named executive officer in summary form so that the compensation committee may analyze both the individual elements of compensation (including the weighting of each element as compared to each other element) and the aggregate amount of actual and potential compensation. In late 2012, the compensation committee used tally sheets, including a summary presentation of total direct compensation, to assist in its review of the compensation of our named executive officers. Although the 2012 tally sheet information was reviewed as part of the decision to increase Mr. Farnham’s base salary for 2013, such compensation change was not made solely based on that review.

How Compensation is Delivered

Pay Elements At-A-Glance

Our executive compensation programs are designed to deliver “total direct compensation” that will attract, motivate and retain executives and reward outstanding service in an increasingly competitive market for executive talent. The components of our annual total direct compensation are:

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Target total direct compensation is established for the named executive officers each year. The purpose of each of the components of total direct compensation is as follows:

Consistent with the overall structure that we have used for our executive compensation program since 2008, the compensation committee established a target mix of base salary, annual cash incentive compensation and long-term cash and equity incentive compensation for each of our named executive officers. Our practice is to align base salaries within a reasonable range around the median of our peer group companies, and to align performance-based incentive compensation above the median range of our peer group companies, in each case, taking into account factors such as our financial and operating performance, individual experience or tenure with the Company, specialized skills, achievement of performance goals, retention, the compensation committee’s desire to achieve a specified mix of compensation and other market factors.

The compensation committee generally focuses more heavily on incentive compensation, consisting of both cash and equity incentives, rather than targeting a specific allocation mix. Base salary and annual incentives are intended to reward short-term objectives, while long-term incentives, comprised of both service-based and performance-based components, are intended to reward long-term goal attainment and provide our executives with an incentive to remain our employees.

For each of the past several years, the compensation committee’s independent compensation consultant, Towers Watson, provides research and analysis to assist in establishing target total direct compensation. For 2012, the target total direct compensation opportunity for our chief executive officer and the average for all of our other named executive officers, other than Mr. Clifton who was hired in August 2012, was as follows:

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Base Salary

Base salary is the only part of total direct compensation that is fixed, subject to periodic adjustments to remain competitive with the market. Base salaries are determined by analyzing the scope of each named executive officer’s responsibilities and taking into account market compensation information received by the compensation committee as part of the compensation setting process.

As part of the compensation committee’s annual assessment process, Towers Watson reviewed the competitiveness of our named executive officers actual and target compensation, including base salary. Based on this review and the compensation committee’s assessment of Mr. Farnham’s performance and leadership, the compensation committee approved a $25,000 increase in annual base salary for Mr. Farnham to $425,000 that became effective on January 1, 2013. No other modifications to the base salaries of our named executive officers were made during 2012, continuing the Company’s emphasis on pay for performance through annual and long-term incentive compensation.

Annual and Long-Term Incentive Compensation

The compensation committee awards incentive compensation to our named executive officers in the form of annual cash incentive compensation designed to reward short-term performance and long-term cash and equity incentive compensation designed to reward long-term commitment to the Company. A separate formulaic target percentage of base salary is established each year for each named executive officer’s annual and long-term incentive compensation. Total incentive compensation levels and the mix of annual and long-term incentives vary for each named executive officer based on each officer’s level of responsibility, including strategic and operational responsibilities, anticipated performance requirements, contributions of each named executive officer, retention needs and peer group data.

The compensation committee awards incentive compensation under the EICP. The EICP is a comprehensive executive compensation plan that provides for the granting of stock options, stock appreciation rights, restricted stock, deferred stock and other stock-related awards, as well cash-settled performance awards.

For 2012, the compensation committee used Adjusted EBITDA as the sole performance metric under the annual and long-term incentive compensation programs because it believes that Adjusted EBITDA provides a simple and understandable measure of our recurring profitability and it is highly correlated to our stock price performance. Specifically, Adjusted EBITDA:

For purposes of both programs, the compensation committee established a 2012 Adjusted EBITDA target of $924.0 million, which we refer to as our 2012 profit plan. At the time the 2012 profit plan was established, the compensation committee believed that it was challenging based on our historical Adjusted EBITDA performance, our projections for 2012 and the overall state of the health care industry and the economy.

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Annual Cash Incentive Compensation

Annual cash incentive compensation for our named executive officers is intended to reward exemplary financial performance. Each of our named executive officers participates in the annual cash incentive compensation program, which is based on one-year financial performance metrics, and such awards vest and are payable in full soon after compensation committee approval is obtained. The amount that may be earned under the annual cash incentive compensation program is based on three components:

The target cash award (expressed as a percent of base salary) for each of our named executive officers is as follows:

Annually, the Board approves what it believes to be a challenging internal profit plan. The compensation committee then approves an incentive plan based on that profit plan, providing for the payment of incentive cash compensation under the EICP for the upcoming year. After our year-end results are finalized, the compensation committee reviews our financial performance and approves the payment of cash awards based on achievement against the profit plan.

The 2012 annual cash incentive compensation program provided that:

Long-Term Cash And Equity Incentive Compensation

Long-term incentives have typically been provided through service-based stock awards, performance-based cash and stock awards and service-based cash and stock awards under the EICP. A specific mix of various types of equity compensation and cash is established for each named executive officer. Long-term incentive compensation is based on one-year financial performance, but also generally requires continued service over a four-year period. By granting service-based stock awards and performance-based stock awards, we provide our named executive officers with the opportunity to build a meaningful equity stake in the Company. These equity awards assist us with the retention of our named executive officers and align the long-term interests of our named executive officers with both the amount and quality of our earnings and stockholder value.

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On February 21, 2012, the compensation committee implemented the 2012 long-term cash and equity incentive compensation program, which pertains to our performance during 2012 and which we refer to as the 2012 Program. The 2012 Program was substantially the same as the 2011 long-term cash and equity incentive compensation program, except that the 2012 Program does not provide for a “look-back” feature. The amount that could be earned under the 2012 Program was based on three components:

The compensation committee selected Adjusted EBITDA as the performance measure under the 2012 Program because it is a key indicator of our success, as described above under the subheading entitled “Executive Summary.” The mix of incentive compensation awarded to our named executive officers, other than Mr. Clifton, under the 2012 Program was as follows:

The table below summarizes the target awards under the 2012 Program for our named executive officers.

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To satisfy the performance criterion under the 2012 Program, we needed to achieve at least 90% of our 2012 profit plan before any vesting of the performance-based awards could occur. The relationship between Adjusted EBITDA attainment and the percent of long-term cash and equity incentive awards that are eligible for vesting is set forth in the table below.

The performance-based cash and equity awards granted under the 2012 Program, as well as the service-only equity awards under such program, require continuous employment with us over a four-year period, which period commenced on March 1, 2012, with 25% of such awards vesting on each subsequent March 1.

Other Compensation And Benefits

We also provide certain benefits to our named executive officers through the following programs:

Retirement Benefits

The Health Management Associates, Inc. Supplemental Executive Retirement Plan, which we refer to as the Supplemental Plan, is a defined benefit plan that is not intended to be tax-qualified. It was established to provide a retirement benefit to executive officers and others who provide a minimum number of years of service to us (or have such minimum service requirement waived by the Board) and, accordingly, it provides an incentive for

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long-term retention. Each of our named executive officers, other than Mr. Gillespie and Mr. Clifton, participated in the Supplemental Plan during 2012. The compensation committee took action on February 19, 2013 to allow Mr. Gillespie and Mr. Clifton to participate in the Supplemental Plan. We believe that the benefits provided by the Supplemental Plan to our named executive officers are relatively modest in relation to similar retirement benefits provided by comparable companies, both in terms of the benefits payable upon retirement and the number of persons who participate in the plan.

We also maintain the Health Management Associates, Inc. Retirement Savings Plan, which we refer to as the Retirement Savings Plan. The Retirement Savings Plan is a tax-qualified 401(k) plan that provides for both employer and employee contributions. Plan participants, including our named executive officers, can contribute a percentage of their eligible compensation to the Retirement Savings Plan, subject to limits prescribed by the Internal Revenue Service, which we refer to as the IRS.

Perquisites and Other Personal Benefits

We provide limited perquisites to our named executive officers. Our named executive officers are entitled to an annual automobile allowance or a company-leased vehicle and a $3,000 annual allowance for a club membership. Our named executive officers are entitled to the use of our aircraft for personal reasons; however, such use must be approved by our chief executive officer or his designee in advance. Our named executive officers recognize imputed income on the personal use of our corporate aircraft at rates established by the IRS. However, for proxy statement disclosure purposes, the cost of personal use of our corporate aircraft is calculated based on the incremental cost to us. We do not provide any tax gross-up payments or other compensation to our named executive officers to cover their personal federal or state income tax obligations, except in the case of certain reimbursed relocation costs or upon a change of ownership under the Supplemental Plan. The Supplemental Plan, which became effective on May 1, 1990, is discussed under the headings entitled “Pension Benefits at December 31, 2012” and “Potential Payments Upon Termination or Change in Control.”

Payouts Under Our 2012 Incentive Compensation Programs

For 2012, the compensation committee used Adjusted EBITDA as the sole performance metric under the annual and long-term incentive compensation programs. The compensation committee may exercise its reasonable judgment to include or exclude unique items in the calculation of Adjusted EBITDA for the purpose of determining the amounts of incentive compensation payable under the annual and long-term incentive compensation programs. Effective February 19, 2013, it was determined that we achieved the following performance level:

Annual Cash Incentive Compensation—Performance Against Goals

Achievement against our 2012 Profit Plan resulted in an earned amount equal to 108% of the target cash award. The table below summarizes the amounts earned by our named executive officers under the 2012 annual cash incentive compensation program.

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Long-Term Cash and Equity Incentive Compensation—Performance Against Goals

Based on our achievement of approximately 104% of our 2012 profit plan, the compensation committee concluded on February 19, 2013 that our named executive officers had earned 100% of the performance-based awards under the 2012 Program, which correlates to the amounts set forth in the table below.

Under the terms of the 2012 Program, the earned performance-based awards and the service-only awards do not fully vest until the continuous employment requirement has been met on each of March 1, 2013, 2014, 2015 and 2016. Because our named executive officers maintained continuous employment with us through March 1, 2013, 25% of their service-only and earned performance-based awards vested on such date, as set forth in the table below.

Other 2012 Compensation Decisions

Employment of Steven E. Clifton

Mr. Clifton began his employment with us on August 20, 2012. His employment is pursuant to the terms of an offer letter under which he is entitled to receive an annual base salary of $450,000. Mr. Clifton also received a sign-on bonus of $20,000 and a grant of 60,000 shares of deferred stock. In order to compensate him for the value associated with the outstanding equity awards issued by his prior employer that were forfeited upon commencing employment with us, and to incent him to remain employed with us during his initial transition period, he is entitled to a $235,000 cash bonus if he remains continuously employed with us through August, 20, 2013, the one-year anniversary of his hire date. His target under our 2012 annual cash incentive compensation program was 100% of the base salary that was paid to him in 2012, depending on our Adjusted EBITDA performance. In addition, beginning with the year ending December 31, 2013, Mr. Clifton’s target opportunity under the long-term cash and equity incentive compensation program is 125% of his base salary. Effective February 19, 2013, Mr. Clifton also participates in the Supplemental Plan. In addition, Mr. Clifton is entitled to

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$47,020 to compensate him for the anticipated cost of temporary living expenses and other relocation expenses incurred during 2012, as well as cash payments of an additional $20,000 to compensate him for such anticipated expenses from January 1, 2013 through March 31, 2013 (both amounts are subject to recoupment in the event of his termination within the first year of employment). Like our other named executive officers, Mr. Clifton is entitled to a yearly reimbursement for country club dues of up to $3,000 and a $1,000 monthly automobile allowance.

Program Governance

Participants in the Compensation-Setting Process

The following table identifies the various individuals and groups who participated in the compensation-setting process for 2012, as well as their responsibilities in connection with such participation.

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Independent Compensation Consultant

The compensation committee retained Towers Watson to continue as its independent compensation consultant during 2012. With the exception of the limited review of short-term incentive programs described above, Towers Watson performs the services listed above solely on behalf of, and reports directly to, the compensation committee, and has no relationship with the Company or management except as it may relate to performing such services.

In early 2013, the compensation committee assessed the independence of Towers Watson in light of the new SEC rules regarding compensation advisor independence. Towers Watson provided the compensation committee with a letter addressing all of the factors related to its independence. The compensation committee reviewed and discussed the information provided by Towers Watson, and concluded that the services provided by Towers Watson do not raise any conflicts of interest.

Risk Assessment

Our executive compensation programs, policies and practices are also designed to discourage inappropriate risk taking. While you should refer to the discussion of our general risk assessment of compensation policies and practices under the heading entitled “Compensation Program Risk Assessment,” the risk mitigating factors with respect to our named executive officers include the following:

Stock Ownership Objectives

The compensation committee believes that our named executive officers should hold a meaningful amount of our common stock in order to further align their interests and actions with the interests of our stockholders. Our stock ownership objectives are summarized below.

Holdings of each of the following are included in determining compliance with our stock ownership objectives:

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If circumstances warrant, the compensation committee has the discretion to modify the objectives for one or more of our named executive officers. On February 19, 2013, the compensation committee reaffirmed our stock ownership objectives and reviewed the compliance of our named executive officers. As part of that review, the compensation committee determined that all of our named executive officers were in compliance with the stock ownership objectives. New named executive officers, including for 2012, Mr. Gillespie and Mr. Clifton, have five years from the date that they become named executive officers to meet the applicable stock ownership objective.

Change in Control

The EICP includes a “single trigger” for accelerated vesting of outstanding equity awards upon a change in control. We believe that accelerating the vesting of outstanding equity awards in the event of a change in control is common both in our industry and in similarly situated companies outside our industry. We believe that accelerating the vesting of outstanding equity awards in the event of a change in control aligns the interests of our named executive officers with the interests of our stockholders by motivating each named executive officer to work toward the completion of a transaction and incentivizing them to remain with us prior to the occurrence of such an event. Additionally, an acquiring company may not desire to, or be able to, replace such outstanding awards with comparable awards, and we do not believe that our named executive officers should lose the benefit of their outstanding awards in such a situation. The Supplemental Plan also provides for accelerated vesting upon a change in control, and, for accelerated payment for those participants who are retirement eligible. Because the benefit under the Supplemental Plan is subject to the claims of our creditors, we believe that accelerated vesting (and payment for those participants who are retirement eligible) provides certainty with respect to benefits that represent a primary source of retirement income and ensures that executives receive the compensation to which they are entitled.

Recoupment Policy for Incentive Compensation

We maintain a recoupment policy covering all incentive compensation arrangements with our employees, including our named executive officers. The recoupment policy provides that, in appropriate circumstances, the Board will require reimbursement of any annual or long-term incentive payment to an employee where: (1) the payment was based in whole or in part on achieving certain financial results that were subsequently the subject of a restatement of our consolidated financial statements; and (2) no payment or a lower payment would have been made to the employee based on the restated financial results. Since the adoption of our recoupment policy, all performance-based incentive compensation awarded to our named executive officers, including both annual and long-term incentive compensation, has been subject to such policy. If necessary, the compensation committee expects to further amend the recoupment policy upon issuance of regulations implementing the incentive compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Hedging Policy

Pursuant to our insider trading policy, our directors, executive officers and certain designated employees are prohibited from speculating in our securities or engaging in transactions designed to hedge their ownership interests.

The Impact of Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction to a public company for compensation in excess of $1.0 million for its chief executive officer and the three most highly compensated named executive officers as of the end of any fiscal year, excluding the chief financial officer. However, the statute exempts qualifying performance-based compensation from the deduction limit if certain conditions are met.

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While the tax impact of any compensation arrangement is one factor that is considered by the compensation committee when evaluating and setting compensation, such tax impact is also evaluated by the compensation committee in light of our overall compensation philosophy and objectives. The EICP is structured so that annual and long-term incentive awards granted thereunder may qualify for the exemption from Section 162(m) for qualifying performance-based compensation. The compensation committee believes that circumstances exist where providing compensation that is not fully deductible for tax purposes may be necessary to achieve its compensation philosophy and objectives and may be in the best interests of the Company and our stockholders. Accordingly, the compensation committee has granted, and may continue to grant, awards such as time-based deferred stock and restricted stock and enter into arrangements under which the related compensation is not fully deductible under Section 162(m) if and when the compensation committee determines such arrangements are in the best interests of our stockholders. We do not represent that the compensation of our named executive officers will be fully deductible for federal income tax purposes.

Accounting for Stock-Based Compensation

We account for stock-based compensation in accordance with the requirements of GAAP, as discussed at Note 8 (Stock-Based Compensation) to the Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2012.

COMPENSATION COMMITTEE REPORT¹

The compensation committee, which is comprised entirely of independent directors, has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement in accordance with Item 402(b) of Regulation S-K, as promulgated by the SEC. Based on such review and discussion, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and our annual report on Form 10-K for the year ended December 31, 2012.

Compensation Committee:

Robert A. Knox, Chairman

Kent P. Dauten

William C. Steere, Jr.

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COMPENSATION PROGRAM RISK ASSESSMENT

As part of the board’s oversight of the material risks that face our company (as described under the heading entitled “The Role of the Board of Directors in Risk Oversight”), the compensation committee is charged with the management of compensation-related risks. These risks include those associated with balancing short-term and long-term awards, as well as risks related to attracting and retaining experienced and proven leadership talent. The compensation committee considers the evaluation of compensation-related risks to be inherent in its responsibilities and evaluates the risks that we could face as a company as part of its design, implementation and ongoing monitoring of our compensation programs.

When setting the performance goals for our named executive officers’ incentive compensation programs, the compensation committee meets with management to review current budgets and financial projections along with any current initiatives that could impact our anticipated results for the upcoming fiscal year. Starting in 2013, the compensation committee also reviews and establishes additional targets for certain quality metrics. The compensation committee believes that achievement against both financial and quality targets are the appropriate measures on which to base our incentive compensation programs for our named executive officers. When setting the performance goals for our employees other than our named executive officers, financial targets and additional quality metrics and other goals that are more readily within such employee’s control are also considered. When calculating whether the financial target used for incentive compensation purposes has been met, the compensation committee has the discretion to include or exclude non-recurring or other unique items, as well as other items that are beyond the control of our named executive officers.

The compensation committee believes that any risks arising from our compensation policies and programs for our named executive officers and our other employees are not reasonably likely to have a material adverse effect on us. The compensation committee assesses the risks of our compensation policies and programs at least annually.

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2012 Summary Compensation Table

The table below presents information regarding the compensation of our president and chief executive officer (our principal executive officer), our executive vice president and chief financial officer (our principal financial officer) and certain other highly compensated executive officers for services rendered to us in all capacities during each of the years ended December 31, 2012, 2011 and 2010.