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): April 6, 2010 (March 31, 2010)
HCA INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other
jurisdiction
of incorporation)
|
|
001-11239
(Commission File Number)
|
|
75-2497104
(IRS Employer
Identification No.) |
| |
|
|
One Park Plaza, Nashville, Tennessee
(Address of principal executive offices)
|
|
37203
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2010, the Compensation Committee of the Board of Directors of HCA Inc. (the
“Company”) adopted the 2010 Senior Officer Performance Excellence Program (the “Senior Officer
PEP”). Under the Senior Officer PEP, the executive officers of the Company shall be eligible to
earn performance awards based upon the achievement of certain specified performance targets. The
specified performance criteria for the Company’s named executive officers and other participants is
EBITDA (as defined in the Senior Officer PEP), and with respect to the President — Western Group
and President — Central Group 50% of their respective award opportunities are based on EBITDA for
the Company’s Western Group and the Company’s Central Group, respectively. Target awards for the
named executive officers are the same as for 2009 and are as follows:
| |
• |
|
130% of base salary for Richard M. Bracken, our Chairman and CEO; |
| |
| |
• |
|
80% of base salary for R. Milton Johnson, our Executive Vice President and CFO; |
| |
| |
• |
|
66% of base salary for Beverly B. Wallace, our President — Shared Services Group; |
| |
| |
• |
|
66% of base salary for Samuel N. Hazen, our President — Western Group; and |
| |
| |
• |
|
66% of base salary for W. Paul Rutledge, our President — Central Group. |
Participants will receive 100% of the target award for target performance, 25% of the target
award for a minimum acceptable (threshold) level of performance, and a maximum of 200% of the
target award for maximum performance.
No payments will be made for performance below specified threshold amounts. Payouts between
threshold and maximum will be calculated by the Committee in its sole discretion using
straight-line interpolation. The Committee may make adjustments to the terms and conditions of, and
the criteria included in, awards under the Senior Officer PEP in recognition of unusual or
nonrecurring events affecting a participant or the Company, or the financial statements of the
Company, or in certain other instances specified in the Senior Officer PEP.
The Committee may apply negative discretion to final award determinations with respect to any
of the named executive officers based on the Committee’s subjective evaluation of the named
executive officer’s annual performance including, if and as determined by the Committee, an
evaluation of quality of performance with a primary focus on CMS Core Measures and HCAHPS
performance against industry benchmarks. However, no such adjustment to an individual award shall
exceed 20% of the “target” award of the individual.
Awards pursuant to the Senior Officer PEP that are attributable to the performance goals being
met at “target” level or below will be paid solely in cash, and, in the event performance goals are
achieved above the “target” level, the amount of an award attributable to performance results in
excess of “target” levels shall be payable 50% in cash and 50% in restricted stock units.
In addition, awards pursuant to the Senior Officer PEP are subject to recovery or adjustment
by the Company in certain circumstances in which the operating results on which the payment was
based were restated or otherwise adjusted or in the event a participant’s conduct is not in good
faith and materially disrupts, damages, impairs or interferes with the business of the Company and
its affiliates.
The foregoing description of the Senior Officer PEP does not purport to be complete and is
qualified in its entirety by reference to the Senior Officer PEP, a copy of which is attached to
this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 1, 2010, Hercules Holding II, LLC, the holder of 91,845,692 shares, or 97.1%, of our
issued and outstanding shares of capital stock, executed a written consent in lieu of an annual
meeting removing and re-electing Richard M. Bracken, R. Milton Johnson, Christopher J. Birosak,
John P. Connaughton, James D. Forbes, Kenneth W. Freeman, Thomas F. Frist III, William R. Frist,
Christopher R.
Gordon, Michael W. Michelson, James C. Momtazee, Stephen G. Pagliuca, and Nathan C. Thorne as the
Board of Directors of the Company. That consent and the election of directors will become
effective on or about April 28, 2010. The directors will serve until their successors are duly
elected and qualified or until the earlier of their death, resignation, or removal. A notice of
the