HCA Healthcare, Inc.

This proposal requests that HCA publish a report within one year detailing the effects its hospital acquisitions over the last decade have had on impacted communities. The report should address four specific areas: number of physician departures post-acquisition; comparisons of pre- and post-acquisition patient satisfaction ratings; comparisons of staff-per-occupied-bed pre- and post-acquisition; and assessments of community perception and response. The proponent cites Mission Health’s 2019 acquisition as an illustrative example and references alleged negative effects including physician departures, staffing reductions, declining patient satisfaction and regulatory citations. The aim is to provide shareholders with disclosure on healthcare, employee, community and reputational impacts to better understand acquisition-related risks and management oversight.

This proposal asks the board to enable shareholder action by written consent so that shareholders holding the minimum number of votes required to approve an action at a fully attended meeting may take that action without convening a meeting. The proponent argues this right strengthens shareholder engagement and oversight, particularly when calling special meetings is made more difficult by current thresholds and holding period requirements. The supporting statement references operational and governance concerns (including workforce, regulatory and financial headwinds) as rationale for providing an additional mechanism for shareholders to address urgent issues between meetings. The request would allow shareholders to initiate any appropriate topic for written consent and would apply without discrimination based on length of stock ownership.