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): May 14, 2019
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15925 | 13-3893191 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
4000 Meridian Boulevard
Franklin, Tennessee 37067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (615) 465-7000
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | CYH | New York Stock Exchange |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of its stockholders (the “Annual Meeting”) on May 14, 2019. At the Annual Meeting, the stockholders voted on three 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 2020 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) John A. Clerico |
83,778,721 | 1,347,006 | 38,273 | 17,732,931 | ||||||||
| (b) Michael Dinkins |
84,721,479 | 404,144 | 38,377 | 17,732,931 | ||||||||
| (c) James S. Ely III |
84,631,003 | 494,770 | 38,227 | 17,732,931 | ||||||||
| (d) John A. Fry |
83,974,812 | 1,150,558 | 38,630 | 17,732,931 | ||||||||
| (e) Tim L. Hingtgen |
83,692,758 | 1,432,679 | 38,563 | 17,732,931 | ||||||||
| (f) Elizabeth T. Hirsch |
84,373,357 | 758,960 | 31,683 | 17,732,931 | ||||||||
| (g) William Norris Jennings, M.D. |
84,102,896 | 1,026,626 | 34,478 | 17,732,931 | ||||||||
| (h) K. Ranga Krishnan, MBBS |
84,608,462 | 516,111 | 39,427 | 17,732,931 | ||||||||
| (i) Julia B. North |
83,224,121 | 1,906,615 | 33,264 | 17,732,931 | ||||||||
| (j) Wayne T. Smith |
83,571,607 | 1,217,417 | 374,976 | 17,732,931 | ||||||||
| (k) H. James Williams, Ph.D. |
84,610,265 | 478,695 | 75,040 | 17,732,931 | ||||||||
(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||
| 83,353,400 | 1,720,703 | 89,897 | 17,732,931 |
(3) The stockholders ratified the appointment of Deloitte & Touche LLP, as the Company’s independent registered public accountants for 2019:
| For | Against | Abstain | Broker Non-Votes | |||
| 100,764,035 | 1,831,770 | 301,126 | n/a |
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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 14, 2019 | COMMUNITY HEALTH SYSTEMS, INC (Registrant) | |||||
| By: | /s/ Wayne T. Smith | |||||
| Wayne T. Smith | ||||||
| Chairman of the Board and Chief Executive Officer (principal executive officer) | ||||||
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