UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 10, 2023 (
(Exact name of registrant as specified in its charter)
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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).
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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. |
Approval of Amended and Restated 2009 Stock Option and Award Plan
At the Annual Meeting of the Stockholders (the “Annual Meeting”) of Community Health Systems, Inc. (the “Company”) held on May 9, 2023, the Company’s stockholders approved the amendment and restatement of the Company’s 2009 Stock Option and Award Plan, as approved by the Company’s Board of Directors on March 22, 2023, subject to stockholder approval at the Annual Meeting (the “Plan”). The results of the stockholder vote on the Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.
A description of the Plan was included as part of Proposal 4 in the Company’s proxy statement filed on March 30, 2023 (the “Proxy Statement”) and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described more fully in the Company’s Proxy Statement for the Annual Meeting. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:
(1) The stockholders elected each of the following persons as directors of the Company for terms that expire at the 2024 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:
| Name |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| (a) Susan W. Brooks |
90,250,840 | 3,636,331 | 56,111 | 15,873,434 | ||||||||||||
| (b) John A. Clerico |
91,610,832 | 2,276,508 | 55,942 | 15,873,434 | ||||||||||||
| (c) Michael Dinkins |
93,219,143 | 669,705 | 54,434 | 15,873,434 | ||||||||||||
| (d) James S. Ely III |
82,689,866 | 2,291,112 | 8,962,304 | 15,873,434 | ||||||||||||
| (e) John A. Fry |
83,133,660 | 10,753,725 | 55,897 | 15,873,434 | ||||||||||||
| (f) Joseph A. Hastings, D.M.D. |
92,097,000 | 1,792,516 | 53,766 | 15,873,434 | ||||||||||||
| (g) Tim L. Hingtgen |
92,300,759 | 1,588,253 | 54,270 | 15,873,434 | ||||||||||||
| (h) Elizabeth T. Hirsch |
93,176,004 | 711,038 | 56,240 | 15,873,434 | ||||||||||||
| (i) William Norris Jennings, M.D. |
82,517,136 | 2,463,992 | 8,962,154 | 15,873,434 | ||||||||||||
| (j) K. Ranga Krishnan, MBBS |
92,203,579 | 1,682,276 | 57,427 | 15,873,434 | ||||||||||||
| (k) Wayne T. Smith |
82,593,318 | 2,383,135 | 8,966,829 | 15,873,434 | ||||||||||||
| (l) H. James Williams, Ph.D. |
84,337,120 | 644,314 | 8,961,848 | 15,873,434 | ||||||||||||
(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 92,305,284 | 1,556,801 | 81,197 | 15,873,434 |
(3) The stockholders approved, on an advisory basis, the holding of future advisory votes on executive compensation every one year:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 91,381,958 | 25,203 | 2,452,171 | 83,950 | 15,873,434 |
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(4) The stockholders approved the amendment and restatement of the Company’s 2009 Stock Option and Award Plan, as approved by the Company’s Board of Directors as of March 22, 2023, subject to stockholder approval at the Annual Meeting:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 91,119,075 | 2,769,969 | 54,238 | 15,873,434 |
(5) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 108,256,727 | 1,482,141 | 77,848 | n/a |
In light of the voting results with respect to the frequency of future advisory votes on executive compensation as set forth above and the Company’s Board of Directors’ recommendation that stockholders vote to hold future advisory votes on executive compensation every one year, the Company will continue to hold advisory votes on executive compensation every one year until the next required advisory vote on the frequency of such votes.
| Item 9.01. | Financial Statements & Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1† | Community Health Systems, Inc. 2009 Stock Option and Award Plan, as amended and restated as of March 22, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Indicates a management contract or compensatory plan or arrangement |
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SIGNATURE
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: May 10, 2023 | COMMUNITY HEALTH SYSTEMS, INC | |||||
| (Registrant) | ||||||
| By: | /s/ Christopher G. Cobb | |||||
| Christopher G. Cobb | ||||||
| Vice President – Legal and Corporate Secretary | ||||||
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