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NASHVILLE, TN - HCA Healthcare, Inc. (NYSE:HCA), a prominent healthcare provider with a market capitalization of $83.91 billion and an "GREAT" financial health rating according to InvestingPro, announced significant corporate governance changes, including updates to its Board of Directors compensation and amendments to its stock incentive plan, according to a recent 8-K SEC filing.
On Monday, the company’s Board approved the 2025-2026 Board of Directors Compensation Program, which includes a $130,000 annual retainer for non-management directors and additional retainers for various committee chairs, with the Chairman of the Board receiving a $100,000 annual retainer. Directors may opt for cash or restricted share unit awards as payment. Additionally, non-management directors will receive an annual board equity award valued at $220,000 in the form of restricted share units, vesting at the next annual stockholders’ meeting or the first anniversary of the grant date, whichever comes first.
In conjunction with these changes, HCA Healthcare’s stockholders approved an amendment to the company’s 2020 Stock Incentive Plan for Key Employees, increasing the available common stock shares by 13,150,000 and extending the plan until April 24, 2035. This amendment was ratified during the Annual Meeting held on April 24, 2025. The move aligns with management’s active capital return strategy, as InvestingPro data shows management has been aggressively buying back shares.
Moreover, at the Annual Meeting, stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation. The amendment, filed with the Delaware Secretary of State and effective April 25, 2025, provides for the exculpation of officers as allowed by Delaware law.
During the Annual Meeting, all nine director nominees were elected to the Board, and Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, a non-binding advisory resolution on executive compensation and the amendment to the certificate of incorporation regarding officer exculpation were approved. However, stockholder proposals regarding golden parachutes, an amendment to the Patient Safety and Quality of Care Committee charter, and a report on acquisition strategy were not approved.
These governance updates reflect HCA Healthcare’s ongoing commitment to aligning executive compensation with company performance and shareholder interests. The company has demonstrated strong operational performance with annual revenue of $71.58 billion and EBITDA of $14.22 billion. According to InvestingPro analysis, HCA Healthcare is currently trading below its Fair Value, suggesting potential upside opportunity. For deeper insights into HCA’s valuation and performance metrics, investors can access the comprehensive Pro Research Report, available exclusively to InvestingPro subscribers.
In other recent news, HCA Healthcare reported impressive financial results for the first quarter of 2025, with earnings per share (EPS) of $6.45, surpassing the forecasted $5.78. The company’s revenue also exceeded expectations, reaching $18.32 billion compared to the predicted $18.26 billion. Despite these strong earnings, HCA’s stock experienced a decline, reflecting broader market concerns rather than company-specific issues. KeyBanc Capital Markets maintained an Overweight rating on HCA, citing robust same-store sales growth and effective expense management as reasons for their positive outlook. RBC Capital Markets, however, adjusted its price target for HCA, lowering it to $376 from $384, while still retaining an Outperform rating. The firm noted ongoing policy uncertainties in the healthcare sector but acknowledged HCA’s strong management execution. HCA’s management has demonstrated resilience, balancing investor concerns with operational consistency, and continues to focus on digital transformation and AI investments to enhance operational efficiency.
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