Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 26, 2022, HCA Healthcare, Inc. (the "Company") filed a Current Report
on Form 8-K (the "Original 8-K") announcing the appointment of Jon M. Foster as
the Executive Vice President and Chief Operating Officer of the Company (the
"Appointment") effective January 1, 2023 (the "Effective Date"). In accordance
with Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this
Amendment No. 1 to the Original 8-K (this "Amendment No. 1") to provide
information regarding material changes to Mr. Foster's compensation arrangements
as a result of the Appointment (the "Compensation Changes"), which arrangements
had not been determined at the time of the filing of the Original 8-K. The
Compensation Changes, as described below, were approved by the Compensation
Committee (the "Committee") of the Company's Board of Directors on January 24,
2023.
In connection with the Appointment and beginning on the Effective Date,
Mr. Foster's base salary was increased from $918,596 to $1,000,000. In addition,
the Committee determined to grant Mr. Foster a long-term equity incentive award
with a total target grant date value of $3,750,000 (the "Equity Grant"), with
fifty percent (50%) of the target award in the form of stock appreciation rights
which vest over four years and the other fifty percent (50%) of the target award
in the form of performance share units which vest upon achievement of a
cumulative three year earnings per share goal, in each case, in accordance with
the terms and conditions of the award agreements and the 2020 Stock Incentive
Plan for Key Employees of HCA Healthcare, Inc. and its Affiliates. The Equity
Grant constitutes Mr. Foster's annual equity award.
Except as expressly set forth herein, this Amendment No. 1 does not amend the
Original 8-K in any way and does not modify or update any other disclosures
contained in the Original 8-K. This Amendment No. 1 supplements the Original 8-K
and should be read in conjunction with the Original 8-K.
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