UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
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 8, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code:
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):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Community Health Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2024. At the Annual Meeting, the Company’s 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 2025 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 |
82,623,811 | 5,344,738 | 335,118 | 19,880,576 | ||||||||||||
| (b) Gen. Ronald L. Burgess, Jr. |
87,239,961 | 728,829 | 334,877 | 19,880,576 | ||||||||||||
| (c) John A. Clerico |
86,732,268 | 1,205,641 | 365,758 | 19,880,576 | ||||||||||||
| (d) Michael Dinkins |
87,226,833 | 742,723 | 334,111 | 19,880,576 | ||||||||||||
| (e) James S. Ely III |
86,962,383 | 1,124,497 | 216,787 | 19,880,576 | ||||||||||||
| (f) John A. Fry |
77,891,952 | 10,195,216 | 216,499 | 19,880,576 | ||||||||||||
| (g) Joseph A. Hastings, D.M.D. |
83,481,863 | 4,593,098 | 228,706 | 19,880,576 | ||||||||||||
| (h) Tim L. Hingtgen |
87,114,184 | 1,046,479 | 143,004 | 19,880,576 | ||||||||||||
| (i) Elizabeth T. Hirsch |
87,220,184 | 749,354 | 334,129 | 19,880,576 | ||||||||||||
| (j) William Norris Jennings, M.D. |
83,401,489 | 4,687,290 | 214,888 | 19,880,576 | ||||||||||||
| (k) K. Ranga Krishnan, MBBS |
83,576,362 | 4,368,416 | 358,889 | 19,880,576 | ||||||||||||
| (l) Fawn D. Lopez |
87,761,682 | 327,409 | 214,576 | 19,880,576 | ||||||||||||
| (m) Wayne T. Smith |
83,978,683 | 3,910,115 | 414,869 | 19,880,576 | ||||||||||||
| (n) H. James Williams, Ph.D. |
87,128,096 | 692,819 | 482,752 | 19,880,576 | ||||||||||||
(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 85,372,087 | 2,764,296 | 167,284 | 19,880,576 |
(3) 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, 2024:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 104,149,732 | 2,671,709 | 1,362,802 | n/a |
| Item 8.01. | Other Events. |
On May 7, 2024, the Company issued a press release announcing the election of Fawn D. Lopez as a new member of the Company’s Board of Directors, as noted above. A copy of the press release is filed as Exhibit 99.1 to the Current Report on Form 8-K.
| Item 9.01. | Financial Statements & Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Community Health Systems, Inc. Press Release, dated May 7, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
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 8, 2024 | COMMUNITY HEALTH SYSTEMS, INC | |||||
| (Registrant) | ||||||
| By: | /s/ Tim L. Hingtgen | |||||
| Tim L. Hingtgen | ||||||
| Chief Executive Officer (principal executive officer) | ||||||
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES ELECTION OF NEW INDEPENDENT DIRECTOR
FRANKLIN, Tenn. (May 7, 2024) – Community Health Systems, Inc. (NYSE: CYH) announced today that Fawn Lopez has been elected by its stockholders and has joined the Company’s Board of Directors as a new independent director.
Lopez currently is the publisher emeritus of Modern Healthcare, a leading source of healthcare business and policy news, research and information, published by Crain Communications, Inc. She previously served as the publisher of Modern Healthcare and vice president of Crain Communications from 2005 to 2022. She joined Modern Healthcare as associate publisher in 2001, and, before that, served as national director of advertising at Crain’s Chicago Business from 1999 to 2001 and advertising director at the Kansas City Business Journal from 1991 to 1999.
Lopez brings a wealth of healthcare industry knowledge to the Board, having delved into critical topics, including public policy and healthcare regulation, workforce challenges, cybersecurity, and innovation across the many sectors of the healthcare industry. Lopez has deep connections and relationships with a broad network of influential healthcare leaders.
Lopez has long championed the importance of inclusion in healthcare and all industries, helping to promote the need for women and underrepresented groups to have career opportunities and leadership roles. She has won numerous awards and recognitions for her contributions to advancing leadership and diversity in healthcare.
Lopez serves on the boards and advisory boards of several privately held companies, including healthcare companies, and also has served on the boards of non-profit organizations, such as the American Heart Association in Chicago and the Asian Health Care Leaders Association.
“Fawn Lopez is widely known across the healthcare industry as an energetic proponent of quality healthcare and sustainable practices that advance the healthcare industry,” said Wayne T. Smith, chairman of the Company’s Board of Directors. “Her experience over many years of interacting with healthcare leaders, policy makers, and others who have shaped our industry has informed her unique perspective about the healthcare industry and that will be an asset to our Board and Company.”
As of May 7, 2024, the Company’s Board members are: Wayne T. Smith (Chairman), John A. Clerico (Lead Director), Susan W. Brooks, Lt. Gen. Ronald L. Burgess Jr., Michael Dinkins, James S. Ely III, John A. Fry, Joseph A. Hastings, D.M.D., Tim L. Hingtgen, Elizabeth T. Hirsch, Fawn Lopez, William Norris Jennings, M.D., K. Ranga Krishnan, MBBS, and H. James Williams, PhD.
About Community Health Systems, Inc.
Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. CHS subsidiaries own or lease 71 affiliated hospitals with approximately 12,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. More information about the Company can be found on its website at www.chs.net.
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CYH Announces Election of New Independent Director
Page 2
May 7, 2024
Media Contact:
Tomi Galin
Executive Vice President, Corporate Communications, Marketing and Public Affairs
(615) 628-6607
Investor Contacts:
Kevin Hammons
President and Chief Financial Officer
(615) 465-7000
Anton Hie
Vice President – Investor Relations
(615) 465-7012
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