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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 11, 2025 (July 8, 2025)
HCA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11239 | 27-3865930 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| One Park Plaza, Nashville, Tennessee | 37203 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 344-9551
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $.01 par value per share |
HCA | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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 July 8, 2025, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed John W. Chidsey, III to the Company’s Board effective July 15, 2025, increasing the number of directors on the Board from 9 to 10. Mr. Chidsey will serve on the Board’s Audit and Compliance Committee, Compensation Committee and Patient Safety and Quality of Care Committee.
Mr. Chidsey was appointed to the Board pursuant to the Company’s Amended and Restated Certificate of Incorporation, which provides that a majority of directors on the Board may determine the number of directors which shall constitute the Board and that the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board. There is no arrangement or understanding between Mr. Chidsey and any other person pursuant to which Mr. Chidsey was selected as a director on the Board, nor is Mr. Chidsey a member of the family of any executive officer of the Company or of any other director on the Board. There have been no transactions, proposed or otherwise, in which Mr. Chidsey participated or will participate that would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K. Mr. Chidsey will participate in the compensation program the Company maintains for its non-management directors, which compensation program was described in the Current Report on Form 8-K the Company filed with the Securities and Exchange Commission on April 29, 2025.
A copy of the press release issued by the Company announcing Mr. Chidsey’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description |
|
| 99.1 | Press Release, dated July 11, 2025 | |
| 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.
| HCA HEALTHCARE, INC. | ||||
| By: | /s/ John M. Franck II | |||
| John M. Franck II | ||||
| Vice President – Legal and Corporate Secretary | ||||
Date: July 11, 2025
Exhibit 99.1
|
FOR IMMEDIATE RELEASE |
|
|
||||
| INVESTOR CONTACT: | MEDIA CONTACT: | |||
| Frank Morgan | Harlow Sumerford | |||
| 615-344-2688 | 615-344-1851 | |||
HCA HEALTHCARE APPOINTS JOHN W. CHIDSEY, III AS NEW
INDEPENDENT DIRECTOR
NASHVILLE, Tenn., July 11, 2025 – HCA Healthcare, Inc. (NYSE: HCA), one of the nation’s leading healthcare providers, today announced that its board of directors has appointed John W. Chidsey, III as an independent director, effective July 15, 2025. With his addition, HCA Healthcare’s board of directors increases from nine to ten members.
Mr. Chidsey will serve as a member of HCA Healthcare’s audit and compliance committee, compensation committee and patient safety and quality of care committee.
Mr. Chidsey most recently served as the global chief executive officer of Subway. He previously served as chief executive officer of Burger King Holdings, Inc. and held significant leadership roles at Cendant Corporation. Earlier in his career, he also held various senior financial leadership roles at PepsiCo.
Mr. Chidsey also currently serves on the board of Norwegian Cruise Line Holdings Ltd. and previously served on the boards of Encompass Health Corporation, Burger King Holdings, Inc. (as chairman) and Brinker International, Inc.
“John Chidsey’s distinguished career demonstrates his extensive experience in leading corporate strategy at large, complex public and private companies, and we are confident he will provide invaluable insight as a board member,” said Thomas F. Frist III, chairman of the board of HCA Healthcare. “John’s financial, operational and executive leadership experience and expertise will complement HCA Healthcare’s commitment to the care and improvement of human life. We are pleased to announce his addition to our board.”
Mr. Chidsey holds a B.A. degree from Davidson College, as well as MBA and J.D. degrees from Emory University.
About HCA Healthcare
Nashville-based HCA Healthcare is one of the nation’s leading providers of healthcare services comprising 192 hospitals and approximately 2,500 ambulatory sites of care, including surgery centers, freestanding ERs, urgent care centers, and physician clinics, in 20 states and the United Kingdom. With its founding in 1968, HCA Healthcare created a new model for hospital care in the United States, using combined resources to strengthen hospitals, deliver patient-focused care and improve the practice of medicine. HCA Healthcare has conducted a number of clinical studies, including one that demonstrated that full-term delivery is healthier than early elective delivery of babies and another that identified a clinical protocol that can reduce bloodstream infections in ICU patients by 44%.
HCA Healthcare is a learning health system that uses its approximately 44 million annual patient encounters to advance science, improve patient care and save lives.
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All references to “Company,” “HCA” and “HCA Healthcare” as used throughout this document refer to HCA Healthcare,
Inc., and its affiliates.