All nine directors were elected. And shareholders ratified Ernst & Young and approved an advisory vote on executive compensation 94% of the shares Represented in virtual meeting.
Both shareholder proposals were defeated — one requesting a report on alleged health care problems at Mission Hospital after multiple emergency-risk referrals and staffing losses, and one to authorize shareholder actions with written consent — while CEO Samuel Hazen defended HCA’s response, citing a nearly $750 million investment and a CMS Four.
HCA Healthcare (NYSE:HCA) held its 2026 annual meeting of stockholders virtually, where shareholders considered two shareholder proposals focused on electing directors, ratifying the company’s auditor, approving an advisory resolution on executive compensation, and operational and governance issues.
John Frank, Vice President and Legal and Corporate Secretary, opened the meeting and outlined the five proposals included in the proxy statement: the election of nine directors; Certification of Ernst & Young LLP as an independent registered public accounting firm; an advisory vote on executive compensation; The shareholder proposal requests a report on “Health Care Outcomes.” and a shareholder proposal seeking the right to act by written consent of shareholders.
As of the record date of February 23, 2026, the company had approximately 224 million shares issued and outstanding, Frank reported. As of noon on the day of the meeting, approximately 210 million shares were in effect or represented by proxy, representing approximately 94% of the outstanding shares. Board Chairman Thomas Furst III declared a quorum present and opened the polls.
First introduced the director nominees in attendance and their current roles, including John Chudsey (President and CEO of Norwegian Cruise Line Holdings Ltd.), Nancy-Anne DePaarle (Founder and Managing Partner of Consonance Capital Partners), William First (Principal of Champion & Company, Inc.), Samuel Hazenkeir (CEO Health), Samuel Hazenkeir (CEO). Executive Vice President and CFO of The Walt Disney Company, Michael Michelson (retired member of KKR Management, LLC), Dr. Wayne Riley (President of SUNY Downstate Health Sciences University), Andrea Smith (retired Chief Administrative Officer of Bank of America Corporation), and Frist himself (Founder and Managing Principal of Frist, LLC).
Furst also recognized Robert Dennis, who was retiring from the board, at the meeting. Dennis has served as a director since 2014 and, according to First, chairs the Compensation Committee and serves on the Finance and Investment Committee and the Nominating and Corporate Governance Committee.
Two shareholder proposals were presented during the meeting, both of which the board recommended shareholders vote against.
Julie Mayfield, a shareholder and private investor who said she is a resident of Asheville, North Carolina, serving her third term in the North Carolina Senate, offered Proposition 4 requesting the board publish a report on “health care outcomes.” Mayfield said his concerns stemmed from HCA’s management of Mission Hospital and cited “two additional immediate danger citations in October 2025 and January 2026,” describing the facility as having “four immediate danger citations in the past five years” and “two MTALA violations.” It said each immediate threat reference involved “multiple patient deaths” and specified a six-month compliance period involving an external consultant.
Mayfield also raised staffing concerns, saying “hundreds of nurse layoffs” increased reliance on travel nurses and signing bonuses “reached $50,000.” It said that “one-third of the nurses currently working in the mission are travellers”, up from a quarter last year, and that the mission relies on traveling physicians to cover the “more than 200 doctors who have left after 2019”. It argued that reputational, regulatory, and legal risks could affect shareholder value and said the requested report would help investors assess whether problems at one facility are isolated or part of a broader pattern.
John Shevden, a shareholder and private investor, proposed Proposition 5 to allow shareholder action without “discrimination or restriction based on length of stock ownership” by written consent. Shevden disputed what he described as the company’s formulation of the proposal, arguing that shareholders are best served with both the right to act by written consent and the right to call a special meeting. He also called HCA’s current special meeting provisions weak and said written consent effectively requires the support of a majority based on all outstanding shares.
After voting closed, First read the preliminary results provided by the Inspector of Elections. The shareholders elected all nine director nominees and approved the ratification of Ernst & Young LLP as the Company’s auditor for the year ending December 31, 2026. An advisory vote on named executive officer compensation was also approved.
Both shareholder proposals, including a proposal requesting a report on health care outcomes and a proposal regarding the right to exercise written consent, were not approved. Furst said the company will file a Form 8-K with the final voting results within four business days.
During a question-and-answer segment after the adjournment, shareholders asked if CEO Samuel Hazen would come to Asheville to discuss community concerns and why Mission Health has repeatedly faced controversy, calling one question “a fourth immediate threat.”
Hazen responded by calling Mission Hospital “a great hospital” and said HCA recognizes its “important role and special responsibility” in western North Carolina. “Today, CMS ranks Mission as a four-star hospital,” he said, and highlighted programs including trauma, cardiac, and palliative care. Hazen also said HCA has invested “heavily” in the area, totaling “about three-quarters of a billion dollars since we took over Mission Hospital,” and added that the company established a nursing school to address the workforce shortage.
Hazen said he travels to Asheville frequently and has met with community leaders, stakeholders and hospital staff, adding that he will continue to do so. He said he was “encouraged by the progress” the teams were making to address areas of concern and “raise the quality of care”.
HCA Healthcare is a for-profit operator of healthcare facilities headquartered in Nashville, Tennessee. Founded in 1968, the company owns and operates a network of hospitals and allied health care facilities and has become a major provider of inpatient and outpatient services through organic expansion and acquisitions.
The company’s core activities include the operation of acute care hospitals, freestanding surgical and emergency centers, and outpatient clinics. HCA’s services include inpatient care, surgical services, emergency medicine, diagnostic imaging and laboratory testing, and a variety of outpatient and ambulatory care offerings.
