Current Report Filing (8-k)
May 21 2015 - 4:03PM
Edgar (US Regulatory)
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 21, 2015 (May 19, 2015)
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-15925 |
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13-3893191 |
| (State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(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)) |
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
(a) The 2015 annual meeting of stockholders of the
Company was held on May 19, 2015.
(b) The following describes the matters that were submitted to the vote of the stockholders of the Company at the
2015 annual meeting of stockholders and the result of the votes on these matters:
(1) The stockholders approved the election of the following persons as
directors of the Company for terms that expire at the 2016 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:
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| Name |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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| (a) W. Larry Cash |
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94,504,172 |
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4,112,534 |
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334,941 |
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6,226,316 |
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| (b) John A. Clerico |
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91,376,702 |
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7,240,720 |
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334,225 |
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6,226,316 |
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| (c) James S. Ely III |
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98,054,624 |
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562,716 |
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334,307 |
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6,226,316 |
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| (d) John A. Fry |
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97,770,957 |
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846,414 |
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334,276 |
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6,226,316 |
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| (e) William Norris Jennings, M.D. |
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97,951,787 |
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665,657 |
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334,203 |
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6,226,316 |
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| (f) Julia B. North |
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91,087,854 |
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7,233,144 |
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630,649 |
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6,226,316 |
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| (g) Wayne T. Smith |
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96,870,244 |
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1,746,702 |
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334,701 |
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6,226,316 |
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| (h) H. Mitchell Watson, Jr. |
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91,362,807 |
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7,254,845 |
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333,995 |
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6,226,316 |
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(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 73,939,492 |
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24,644,012 |
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368,143 |
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6,226,316 |
(3) The Board of Directors’ appointment of Deloitte & Touche, LLP, as the Company’s independent registered
public accountants for 2015, was ratified by the affirmative votes of the stockholders:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 104,399,923 |
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437,548 |
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340,492 |
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n/a |
(4) The stockholders did not approve a stockholder proposal regarding the amendment of the Company’s clawback policy as
described in the proxy materials:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 22,975,510 |
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75,445,100 |
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531,037 |
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6,226,316 |
(5) The stockholders did not approve a stockholder proposal regarding stockholder proxy access as described in the proxy
materials:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 49,057,944 |
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49,481,385 |
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412,318 |
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6,226,316 |
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.
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| Date: May 21, 2015 |
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COMMUNITY HEALTH SYSTEMS, INC. |
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(Registrant) |
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By: |
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/s/ Wayne T. Smith |
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Wayne T. Smith |
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Chairman of the Board and Chief Executive Officer |
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(principal executive officer) |
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By: |
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/s/ W. Larry Cash |
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W. Larry Cash |
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President of Financial Services, Chief Financial Officer and Director |
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(principal financial officer) |
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