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HCA Healthcare, Inc. – ‘8-K’ for 4/9/21

On:  Friday, 4/9/21, at 5:08pm ET   ·   For:  4/9/21   ·   Accession #:  1193125-21-111694   ·   File #:  1-11239

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

 4/09/21  HCA Healthcare, Inc.              8-K:5,9     4/09/21   11:181K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     30K 
 2: EX-10.1     Material Contract                                   HTML     25K 
 7: R1          Document and Entity Information                     HTML     46K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 6: XML         XBRL Instance -- d124952d8k_htm                      XML     13K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- hca-20210409_lab                      XML     53K 
 5: EX-101.PRE  XBRL Presentations -- hca-20210409_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- hca-20210409                          XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0001193125-21-111694-xbrl      Zip     16K 


‘8-K’   —   Current Report


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 iX: 
  Form 8-K  
 i false  i 0000860730 0000860730 2021-04-09 2021-04-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM  i 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  i April 9, 2021

 

 

 i HCA HEALTHCARE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 i Delaware    i 001-11239    i 27-3865930

(State or Other

Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 i One Park Plaza,  i Nashville,  i Tennessee  i 37203

(Address of Principal Executive Offices) (Zip Code)

 i (615)  i 344-9551

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

   i 

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

 

   i 

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

 

   i 

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

 

   i 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

 i Common Stock, $.01 par value per share    i HCA    i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 9, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of HCA Healthcare, Inc. (the “Company”) adopted the 2021 Senior Officer Performance Excellence Program (the “Senior Officer PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Senior Officer PEP award opportunities for the Company’s named executive officers and other executive officers are weighted (i) 80% for the achievement of certain EBITDA (as defined in the Senior Officer PEP) targets and (ii) 20% for the achievement of targets associated with certain quality metrics. The EBITDA weighted portion of the American Group and National Group Presidents’ Senior Officer PEP awards is based 50% on Company EBITDA and 50% on EBITDA for their respective Group. The quality weighted portion of the Senior Officer PEP is based on each of the following quality categories: Healthcare-Associated Infections and Core Measures (30%), CHOIS Risk-Adjusted Indices (30%) and Care Experience (40%) (each as defined in the Senior Officer PEP).

Target Senior Officer PEP award opportunities for 2021 for the Company’s named executive officers are as follows:

 

   

170% of base salary for Samuel N. Hazen, our Chief Executive Officer;

 

   

125% of base salary for William B. Rutherford, our Executive Vice President and Chief Financial Officer;

 

   

110% of base salary for Jon M. Foster, our President — American Group;

 

   

110% of base salary for Charles J. Hall, our President — National Group; and

 

   

85% of base salary for Jonathan B. Perlin, M.D., our President — Clinical Operations Group and Chief Medical Officer.

With respect to the EBITDA weighted portion of the Senior Officer PEP, participants will receive 100% of the EBITDA weighted portion of the target award for target performance, 25% of the EBITDA weighted portion of the target award for a minimum acceptable (threshold) level of performance, and a maximum of 200% of the EBITDA weighted portion of the target award for maximum performance. With respect to the quality weighted portion of the Senior Officer PEP, participants will receive 100% of the quality weighted portion of the target award applicable to each individual quality of care metric for performance at the target level of performance for such metric, 0% of the quality weighted portion of the target award applicable to each individual quality of care metric for performance at or below the minimum (threshold) level of performance for such metric and a maximum of 200% of the quality weighted portion of the target award applicable to each individual quality of care metric for maximum performance for such metric; provided, that, in the event the Company’s actual EBITDA is less than 90% of such target level of EBITDA, there will be no payment with respect to the quality weighted portion of the Senior Officer PEP.

Awards pursuant to the Senior Officer PEP will be paid solely in cash. No payments will be made for performance below specified threshold amounts. Payouts between threshold and target or target and maximum will be calculated by the Committee in its sole discretion using straight-line interpolation. The Committee may make adjustments to the terms and conditions of, and the criteria included in, awards under the Senior Officer PEP in recognition of unusual or nonrecurring events affecting a participant or the Company, or the financial statements of the Company, or in certain other instances specified in the Senior Officer PEP. In addition, in the event the applicable governmental agency adjusts any of the definitions of the quality of care metrics during the performance period, appropriate adjustments shall be made to the targets, or results, or both, to properly account for such changes, in the Committee’s sole discretion. Awards pursuant to the Senior Officer PEP are also subject to recovery or adjustment by the Company in certain circumstances in which the operating results on which the payment was based were restated or otherwise adjusted or in the event a participant’s conduct is not in good faith and materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates.


The foregoing description of the Senior Officer PEP does not purport to be complete and is qualified in its entirety by reference to the Senior Officer PEP, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

   No.   

  

Description

10.1    HCA Healthcare, Inc. 2021 Senior Officer Performance Excellence Program
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

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

 

Date: April 9, 2021       HCA HEALTHCARE, INC.
             /s/ John M. Franck II
       

John M. Franck II

Vice President – Legal and Corporate Secretary


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:4/9/21None on these Dates
 List all Filings 


5 Subsequent Filings that Reference this Filing

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

 2/16/24  HCA Healthcare, Inc.              10-K       12/31/23   92:16M                                    Donnelley … Solutions/FA
 2/17/23  HCA Healthcare, Inc.              10-K       12/31/22   95:22M                                    Donnelley … Solutions/FA
 2/18/22  HCA Healthcare, Inc.              10-K       12/31/21   98:12M                                    Donnelley … Solutions/FA
 6/24/21  HCA Healthcare, Inc.              424B5       6/23/21    1:1.4M                                   Donnelley … Solutions/FA
 4/30/21  HCA Healthcare, Inc.              10-Q        3/31/21   64:7.6M                                   Donnelley … Solutions/FA
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