CHS - Community Health Systems Inc.

05/14/2025 | Press release | Distributed by Public on 05/14/2025 14:31

Management Change/Compensation, Proxy Results (Form 8-K)

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 13, 2025, 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 12, 2025, 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 3 in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2025 (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.

Changes in Roles of Regional Presidents

As a result of changes in the organizational structure of the Company's leadership team and its impact on the role and responsibilities of the Company's Regional Presidents, the Regional Presidents, including Chad A. Campbell, who was one of the Company's named executive officers as reflected in the Proxy Statement, have ceased to be designated as "executive officers" of the Company as defined in Exchange Act Rule 3b-7, effective May 13, 2025 (but will continue to serve in the position of Regional President for the Company).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholders approved the amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Amendment"), providing for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law. The results of the stockholder vote on the Certificate of Amendment are set forth further below under Item 5.07 of this Current Report on Form 8-K. The Certificate of Amendment became effective upon its filing with the Delaware Secretary of State on May 13, 2025, following the Annual Meeting.

A description of the Certificate of Amendment was included as part of Proposal 4 in the Company's Proxy Statement and is incorporated herein by reference. The foregoing summary of the Certificate of Amendment is qualified in its entirety by the text of the Certificate of Amendment, which is filed as Exhibit 3.1 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 2026 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

100,410,834

420,237

102,983

17,044,409

(b) Lt. Gen. Ronald L. Burgess, Jr.

100,579,915

272,433

81,706

17,044,409

(c) John A. Clerico

99,737,304

1,115,682

81,068

17,044,409

(d) Michael Dinkins

99,100,439

1,751,520

82,095

17,044,409

(e) James S. Ely III

99,730,383

1,121,575

82,096

17,044,409

(f) John A. Fry

99,085,063

1,768,895

80,096

17,044,409

(g) Joseph A. Hastings, D.M.D.

100,403,263

451,016

79,775

17,044,409

(h) Tim L. Hingtgen

100,500,535

354,347

79,172

17,044,409

(i) Elizabeth T. Hirsch

100,568,971

286,920

78,163

17,044,409

(j) William Norris Jennings, M.D.

99,832,226

1,024,309

77,519

17,044,409

(k) K. Ranga Krishnan, MBBS

100,416,505

411,181

106,368

17,044,409

(l) Fawn D. Lopez

100,405,252

425,757

103,045

17,044,409

(m) Wayne T. Smith

99,777,155

1,071,983

84,916

17,044,409

(n) H. James Williams, Ph.D.

100,582,603

275,276

76,175

17,044,409

(2) The stockholders approved the advisory resolution regarding the Company's executive compensation:

For

Against

Abstain

Broker Non-Votes

97,515,846

3,293,694

124,514

17,044,409

(3) 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 12, 2025, subject to stockholder approval at the Annual Meeting:

For

Against

Abstain

Broker Non-Votes

100,081,375

734,014

118,665

17,044,409

(4) The stockholders approved the Certificate of Amendment to the Company's Restated Certificate of Incorporation to provide for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law:

For

Against

Abstain

Broker Non-Votes

95,118,035

5,736,615

79,404

17,044,409

(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, 2025:

For

Against

Abstain

Broker Non-Votes

116,290,009

1,176,853

511,601

n/a

Item 9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit

Number

Description

3.1

Certificate of Amendment to the Restated Certificate of Incorporation of Community Health Systems, Inc., dated May 13, 2025

10.1†

Community Health Systems, Inc. 2009 Stock Option and Award Plan, as amended and restated

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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