HCA HEALTHCARE INC (HCA)
Sector: Health Care
2026 Annual Meeting Analysis
HCA HEALTHCARE INC · Meeting: April 23, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
HCA's 3-year stock return of +87.7% outperforms the company-disclosed peer group median by +71.1 percentage points, exceeding the 65pp threshold needed to trigger a vote against for strong positive TSR; no overboarding, attendance, or independence concerns identified for this long-tenured Chairman.
As CEO-director, Hazen is subject to the same TSR trigger as all other directors, but HCA's +71.1pp outperformance versus the peer group median does not breach the 65pp threshold under the strong positive TSR tier; no other disqualifying factors identified.
Chidsey joined the board in July 2025, less than 24 months before the meeting, so he is exempt from the TSR trigger under the new-director exemption; he brings extensive CEO and consumer-company operating experience relevant to HCA's patient-experience focus.
HCA's strong stock outperformance versus its disclosed peer group does not trigger any TSR-based concern during DeParle's tenure; she brings deep healthcare policy and private equity expertise with no overboarding, attendance, or independence issues.
The TSR trigger does not apply given HCA's +71.1pp outperformance versus the peer group median, well below the 65pp threshold; Frist brings long-standing investor and healthcare industry knowledge as a member of the founding family.
Johnston's tenure since 2021 overlaps with a period of strong HCA outperformance versus peers; he brings extensive CFO experience at large public companies and no overboarding or attendance concerns are identified, noting he holds two public board seats (HCA and Microsoft) which is within the policy limit for a non-CEO director.
HCA's peer-relative outperformance during Michelson's tenure since 2018 does not breach any TSR trigger threshold; the board's one-year age-limit exception for his continued service is a governance matter noted but not disqualifying under the policy.
Riley has served since 2012 and his tenure spans HCA's period of sustained outperformance versus its peer group, with no TSR-based, overboarding, attendance, or independence concerns.
Smith joined in 2022 and HCA's stock performance during her tenure has strongly outperformed the peer group median; she brings relevant human capital, finance, and operational expertise with no disqualifying factors identified.
All nine director nominees receive a FOR vote. HCA's 3-year stock return of +87.7% outperforms its company-disclosed peer group median by +71.1 percentage points, which does not breach the 65-percentage-point threshold that would trigger a vote against under the strong positive TSR tier. No director is overboarded, no attendance issues are disclosed, all audit and compensation committee members are independent, and the one new director (Chidsey) is exempt from the TSR trigger as a director of less than 24 months.
Say on Pay
✓ FORCEO
Samuel N. Hazen
Total Comp
$26,456,606
Prior Support
94%%
CEO Samuel Hazen's total compensation of approximately $26.5 million is broadly in line with expectations for the CEO of a $105 billion market cap healthcare services company; the prior year say-on-pay vote received approximately 94% shareholder support, well above the 70% threshold that would require a response. The pay mix is heavily variable and performance-linked — annual bonuses tied to EBITDA and quality metrics paid out at 196% of target reflecting strong 2025 financial results, and long-term equity awards (split between performance stock awards tied to cumulative earnings per share and time-based stock appreciation rights) constitute the majority of total compensation. HCA's stock has returned +87.7% over three years, far outperforming the IHF — iShares U.S. Healthcare Providers ETF benchmark (which returned -13.3% over the same period), confirming that above-target incentive payouts are consistent with strong shareholder returns and that pay is aligned with performance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$14,600,000
Non-Audit Fees
$3,700,000
Non-audit fees (audit-related fees of $1.5M plus tax fees of $2.2M, totaling $3.7M) represent approximately 25% of audit fees of $14.6M, well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of HCA's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied and the policy directs a FOR vote in that circumstance.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Stockholder Proposal Regarding Report on Healthcare Consequences
The filer, Julie Mayfield, is an individual shareholder with no identifiable track record as a governance activist (unlike recognized activists such as John Chevedden), and this proposal has no prior-year vote history to signal broad shareholder concern. While the disclosure ask is the lowest-bar type under the policy and the underlying concern about acquisition impacts is real — Mission Hospital has received multiple regulatory citations since HCA's 2019 acquisition — HCA already publishes an annual Impact Report, a Mission Health-specific impact report, and extensive CMS quality data that partially addresses the requested categories. The proposal's scope is unusually broad (covering all acquisitions over a 10-year period with four specific data categories), and the company's opposition raises a legitimate point that some requested metrics would require third-party data that cannot be gathered reliably or consistently; on balance, the existing disclosure, the lack of a clear governance-activist filer identity, and the absence of prior-year vote results to signal concentrated shareholder demand do not meet the threshold to support this proposal.
Proposal 5
Stockholder Proposal Regarding Shareholders' Right to Act by Written Consent
John Chevedden is a well-known individual governance activist with a strong track record of submitting legitimate governance-improvement proposals, and this type of ask — giving shareholders the right to act by written consent — is a mainstream structural governance improvement supported by many institutional investors. HCA's special meeting right, while present, requires shareholders to hold 15% of shares for at least one year, which is a more restrictive threshold than many comparable companies and limits shareholders' practical ability to act between annual meetings. The board's opposition arguments about potential abuse are standard issuer boilerplate and do not outweigh the structural governance benefit of written consent rights, particularly given HCA's founder-family concentrated ownership (the Frist Group holds approximately 32%), which means minority shareholders have limited leverage outside of formal voting mechanisms; supporting this proposal gives all shareholders a meaningful additional tool to engage with management.
Overall Assessment
HCA Healthcare's 2026 annual meeting ballot is broadly shareholder-friendly on the management proposals: all nine director nominees receive a FOR vote supported by exceptional 3-year stock outperformance versus the company's disclosed peer group, the auditor ratification passes cleanly on fee ratios, and Say on Pay earns a FOR based on strong pay-for-performance alignment and 94% prior-year support. The two stockholder proposals split — the written consent proposal from recognized governance activist John Chevedden earns a FOR given HCA's restrictive special meeting threshold and the concentrated founder-family ownership, while the healthcare consequences report proposal from an individual filer without an established activist track record receives an AGAINST given existing extensive disclosure and the proposal's operationally broad scope.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing