Proxy Statement (definitive) (def 14a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


DAVITA HEALTHCARE PARTNERS INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Table of Contents

Notice of 2015 Annual Meeting and Proxy Statement

Table of Contents

May 7, 2015

Dear Fellow Stockholder:

We are pleased to invite you to attend the DaVita HealthCare Partners Inc. annual meeting of stockholders. The annual meeting will be held on Tuesday, June 16, 2015, at 5:30 p.m., Mountain Time, at DaVita HealthCare Partners Inc., 2000 16^th Street, Denver, Colorado 80202. The attached Notice of Annual Meeting and Proxy Statement will serve as your guide to the business to be conducted at the meeting.

Among other items, the Proxy Statement includes information about the qualifications of our director nominees and the compensation of our executive officers that is relevant to matters that will be presented at the annual meeting. During the meeting, we will also report to you on the Company and provide an opportunity for stockholders to engage in a dialogue with management.

We hope that you will participate in the annual meeting, either by attending and voting in person or voting by other available methods as promptly as possible. Voting by any of the available methods will ensure that you are represented at the annual meeting, even if you are not present. You may vote your proxy via the Internet, by telephone, or by mail. Please follow the instructions on the Notice of Internet Availability of Proxy Materials that you receive in the mail and/or your proxy card.

Your vote is very important to us and to our business. Please take the first opportunity to ensure that your shares are represented at the annual meeting.

Thank you very much for your continued interest in our business.

Sincerely,

Kent J. Thiry
Co-Chairman of the Board,
Chief Executive Officer
DaVita HealthCare Partners Inc., and
Chief Executive Officer, HealthCare Partners

Table of Contents

Notice of 2015 Annual Meeting
of Stockholders

Tuesday, June 16, 2015
5:30 p.m., Mountain Time
DaVita HealthCare Partners Inc.
2000 16^th Street
Denver, Colorado 80202

The 2015 annual meeting of the stockholders of DaVita HealthCare Partners Inc., a Delaware corporation, will be held on Tuesday, June 16, 2015 at 5:30 p.m., Mountain Time, at DaVita HealthCare Partners Inc., 2000 16th Street, Denver, Colorado 80202, for the following purposes, which are further described in the accompanying Proxy Statement:

•: To vote upon the election of the nine directors identified in the attached Proxy Statement to the Board of Directors to serve for a term of one year or until their successors are duly elected and qualified;
•: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2015;
•: To hold an advisory vote on executive compensation;
•: To consider and vote upon a stockholder proposal, if properly presented at the annual meeting; and
•: To transact such other business as may properly come before the annual meeting or any adjournment thereof.

We will mail, on or about May 7, 2015, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 24, 2015. On the date of mailing of the Notice of Internet Availability of Proxy Materials, the proxy materials will be accessible on a website referred to in the Notice of Internet Availability of Proxy Materials. These proxy materials will be available free of charge.

The Notice of Internet Availability of Proxy Materials will also identify the date, time, and location of the annual meeting; the matters to be acted upon at the annual meeting and the Board of Directors' recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the Proxy Statement, our Annual Report to Stockholders, and a form of proxy relating to the annual meeting; information on how to access the form of proxy over the Internet and how to vote over the Internet; and information on how to obtain directions to attend the annual meeting and vote in person. If you attend the annual meeting and previously used the telephone or Internet voting systems, or mailed your completed proxy card, you may vote in person at the meeting if you wish to change your vote in any way.

Please note that all votes cast via telephone or the Internet must be cast prior to 11:59 p.m., Eastern Time, on Monday, June 15, 2015.

By order of the Board of Directors,

Martha Ha
Corporate Secretary
DaVita HealthCare Partners Inc.

May 7, 2015

Table of Contents


	Proxy Statement		1
	General Information		1
	Voting Information		2
	Votes Required for Proposals		2
	Proxy Solicitation Costs		2
	Delivery of Proxy Statement and Annual Report		3
	Admission to Annual Meeting		3
	Electronic Availability of Proxy Materials for the 2015 Annual Meeting		4
	Proposal 1 Election of Directors		5
	Information Concerning Members of the Board Standing for Reelection		6
	Corporate Governance		10
	Selection of Directors		10
	Director Independence		10
	Leadership Structure and Meetings of Independent Directors		11
	Communications with the Board		12
	Annual Meeting of Stockholders		12
	Information Regarding the Board and its Committees		12
	Committees of the Board		13
	Overview of Committee Membership Qualifications		15
	Risk Oversight		15
	Board Share Ownership Policy		15
	Code of Ethics and Codes of Conduct		16
	Insider Trading Policy		16
	Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm		17
	Pre-approval Policies and Procedures		17
	Proposal 3 Advisory Vote on Executive Compensation		18
	Proposal 4 Stockholder Proposal Regarding Proxy Access		20
	Security Ownership of Certain Beneficial Owners and Management		23
	Information Concerning Our Executive Officers		24
	Section 16(a) Beneficial Ownership Reporting Compliance		26
	Compensation Discussion and Analysis		27
	Table of Contents		27
	Compensation Discussion and Analysis Information		28
	Compensation Committee Report		48
	Executive Compensation		49
	2014 Summary Compensation Table		49
	2014 Grants of Plan-Based Awards		51
	2014 Outstanding Equity Awards at Fiscal Year-End		52
	2014 Option Exercises and Stock Vested		53
	No Pension Benefits		53
	Non-Qualified Deferred Compensation		53
	2014 Nonqualified Deferred Compensation		53
	Voluntary Deferral Plan		54
	Executive Retirement Plan		54
	Potential Payments Upon Termination or Change of Control		54
	Compensation of Directors		61
	Compensation Committee Interlocks and Insider Participation		66
	Certain Relationships and Related Transactions		67
	Audit Committee Report		68
	Stockholder Proposals for 2016 Annual Meeting		69
	Other Matters		70

DaVita HealthCare Partners Inc. Notice of 2015 Annual Meeting and Proxy Statement

Table of Contents

Proxy Statement

General Information

We are delivering this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (the "Board"), for use at our 2015 annual meeting of stockholders, which we will hold on Tuesday, June 16, 2015 at 5:30 p.m., Mountain Time, at DaVita HealthCare Partners Inc. (the "Company"), 2000 16^th Street, Denver, Colorado 80202. The proxies will remain valid for use at any meetings held upon adjournment of that meeting. The record date for the annual meeting is the close of business on April 24, 2015. All holders of record of our common stock on the record date are entitled to notice of the annual meeting and to vote at the annual meeting and any meetings held upon adjournment of that meeting. Our principal executive offices are located at 2000 16^th Street, Denver, Colorado, 80202, and our telephone number is (303) 405-2100. To obtain directions to our annual meeting, visit our website, located at http://www.davita.com.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing the proxy materials to our stockholders over the Internet, which include this Proxy Statement and the accompanying Notice of Meeting, Proxy Card, and Annual Report to Stockholders. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in paper copy. Instead, the Notice of Internet Availability of Proxy Materials instructs you as to how you may access and review all of the important information contained in the proxy materials, and how you may submit your vote by proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials will be first mailed on or about May 7, 2015 to all stockholders of record as of April 24, 2015.

Whether or not you plan to attend the annual meeting in person, please vote by telephone, Internet, or request a Proxy Card to complete, sign, date and return by mail to ensure that your shares will be voted at the annual meeting. You may revoke your proxy at any time prior to its use by filing with our secretary an instrument revoking it or a duly executed proxy bearing a later date or by attending the annual meeting and voting in person.

If you plan to attend the annual meeting in person, please so indicate when you submit your proxy by mail, by telephone or via the Internet and bring with you the items that are required pursuant to the Company's admission process for the 2015 Annual Meeting. A description of the admission process can be found below in this Proxy Statement under the heading "General Information — Admission to Annual Meeting."

Unless you instruct otherwise in the proxy, any proxy that is given and not revoked will be voted at the annual meeting:

•: For each of the nine nominees to the Board identified in this Proxy Statement;
•: For the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2015;
•: For the approval, on an advisory basis, of the compensation of our named executive officers;
•: Against the stockholder proposal, if properly presented at the annual meeting; and
•: As determined by the proxy holders named in the Proxy Card in their discretion, with regard to all other matters as may properly come before the annual meeting or any adjournment thereof.

Continues on next page ►

DaVita HealthCare Partners Inc. Notice of 2015 Annual Meeting and Proxy Statement 1

Table of Contents

Voting Information

Our only voting securities are the outstanding shares of our common stock. At the record date, we had approximately 214,941,142 shares of common stock outstanding. Each stockholder is entitled to one vote per share on each matter that we will consider at this meeting. Stockholders are not entitled to cumulate votes. Under the rules of the New York Stock Exchange, your bank, broker, or other nominee may not vote your uninstructed shares in the election of directors and certain other matters on a discretionary basis. Accordingly, brokers holding shares of record for their customers generally are not entitled to vote on these matters unless their customers give them specific voting instructions. If the broker does not receive specific instructions, the broker will note this on the proxy form or otherwise advise us that it lacks voting authority. Thus, if you hold your shares in "street name," meaning that your shares are registered in the name of your bank,

broker, or other nominee, and you do not instruct your bank, broker, or other nominee how to vote in the election of directors, the proposal regarding the advisory vote on executive compensation, or on the stockholder proposal, if properly brought before the annual meeting, no votes will be cast on your behalf. The votes that the brokers would have cast if their customers had given them specific instructions are commonly called "broker non-votes." If the stockholders of record present in person or represented by their proxies and entitled to vote at the annual meeting hold at least a majority of our shares of common stock outstanding as of the record date, a quorum will exist for the transaction of business at the annual meeting. Stockholders attending the annual meeting in person or represented by proxy at the annual meeting who abstain from voting and broker non-votes are counted as present for quorum purposes.

Votes Required for Proposals

Directors are elected by a majority of votes cast, which means that the number of shares voted "for" each of the nine nominees for election to the Board must exceed 50% of the number of votes cast with respect to each nominee's election. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the election of directors. In the event that the number of nominees exceeds the number of directors to be elected, which is a situation that we do not anticipate, directors will be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2015, the approval of the proposal regarding the advisory vote on executive compensation, and the stockholder proposal, if properly brought before the annual meeting, each require the affirmative vote of a

majority of the shares of common stock present at the annual meeting in person or by proxy and entitled to vote thereon. Because your vote on executive compensation and the stockholder proposal is advisory, the results of those votes will not be binding on the Company or the Board. However, the Board and any applicable Board committee will consider the voting results as appropriate when making future decisions regarding executive compensation and the topic of the stockholder proposal. Abstentions are considered present and entitled to vote with respect to these proposals and will, therefore, have the same effect as votes against these proposals. Broker non-votes with respect to the approval of the proposal regarding the advisory vote on executive compensation, and the stockholder proposal will not be considered as present and entitled to vote on these proposals, and will therefore have no effect on the number of affirmative votes needed to approve these proposals.

Proxy Solicitation Costs

We will pay for the cost of preparing, assembling, printing and mailing of the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the accompanying Notice of Meeting, Proxy Card, and Annual Report to Stockholders to our stockholders, as well as the cost of our solicitation of proxies relating to

the annual meeting. We may request banks and brokers to solicit their customers who beneficially own our common stock listed of record in names of nominees. We will reimburse these banks and brokers for their reasonable out-of-pocket expenses regarding these solicitations. We have also retained MacKenzie

Table of Contents

Proxy Statement

Partners, Inc. ("MacKenzie") to assist in the distribution and solicitation of proxies and to verify records related to the solicitation at a fee of $15,000 plus reimbursement for all reasonable out-of-pocket expenses incurred during the solicitation. MacKenzie and our officers, directors and employees may supplement the original solicitation by mail of proxies, by telephone,

facsimile, e-mail and personal solicitation. We will pay no additional compensation to our officers, directors and employees for these activities. We have agreed to indemnify MacKenzie against liabilities and expenses arising in connection with the proxy solicitation unless caused by MacKenzie's negligence or intentional misconduct.

Delivery of Proxy Statement and Annual Report

Beneficial owners, but not record holders, of our common stock who share a single address may receive only one copy of the Notice of Internet Availability of Proxy Materials and, as applicable, an Annual Report to Stockholders and Proxy Statement, unless their broker has received contrary instructions from any beneficial owner at that address. This practice, known as "householding," is designed to reduce printing and mailing costs. If any beneficial owner at such an address wishes to discontinue householding and receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, an Annual Report to

Stockholders and Proxy Statement, they should notify their broker. Beneficial owners sharing an address to which a single copy of the Notice of Internet Availability of Proxy Materials and, if applicable, an Annual Report to Stockholders and Proxy Statement was delivered can also request prompt delivery of a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, an Annual Report to Stockholders and Proxy Statement by contacting Investor Relations at the following address: Attn: Investor Relations, DaVita HealthCare Partners Inc., 2000 16^th Street, Denver, Colorado 80202, (888) 484-7505.

Admission to Annual Meeting

Admission to the annual meeting will be limited to holders of the Company's common stock, family members accompanying holders of the Company's common stock, persons holding executed proxies from stockholders who held the Company's common stock as of the close of business on April 24, 2015 and such other persons as the chair of the annual meeting shall determine.

If you are a holder of the Company's common stock, you must bring certain documents with you in order to be admitted to the annual meeting and in order to bring family members with you. The purpose of this requirement is to help us verify that you are actually a holder of the Company's common stock. Please read the following procedures carefully, because they specify the documents that you must bring with you to the annual meeting in order to be admitted. The items that you must bring with you differ depending upon whether or not you were a record holder of the Company's common stock as of the close of business on April 24, 2015. A "record holder" of stock is someone whose shares of stock are registered in his or her name in the records of the Company's transfer agent. Many stockholders are not record holders because their shares of stock are held in "street name," meaning that the shares are registered in the name of their broker, bank or other nominee, and the broker, bank or other nominee is the record holder instead. If you are unsure as to whether you were a record holder of the Company's common stock as of the

close of business on April 24, 2015, please call the Company's transfer agent, Computershare, at (877) 899-2012.

If you were a record holder of the Company's common stock as of the close of business on April 24, 2015, then you must bring:

•: a valid personal photo identification (such as a driver's license or passport).

At the annual meeting, we will check your name for verification purposes against our list of record holders as of the close of business on April 24, 2015.

If a broker, bank or other nominee was the record holder of your shares of the Company's common stock as of the close of business on April 24, 2015, then you must bring:

•: valid personal photo identification (such as a driver's license or passport); and
•: proof that you owned shares of the Company's common stock as of the close of business on April 24, 2015.

Examples of proof of ownership include the following: (i) an original or a copy of the voting instruction from your bank or broker with your name on it, (ii) a letter

Continues on next page ►

DaVita HealthCare Partners Inc. Notice of 2015 Annual Meeting and Proxy Statement 3

Table of Contents

from your bank or broker stating that you owned the Company's common stock as of the close of business on April 24, 2015, or (iii) a brokerage account statement indicating that you owned the Company's common stock as of the close of business on April 24, 2015.

If you acquired your shares of the Company's common stock at any time after the close of business on April 24, 2015, you do not have the right to vote at the annual meeting, but you may attend the meeting if you bring with you:

•: valid personal photo identification (such as a driver's license or passport); and
•: proof that you own shares of the Company's common stock.

Examples of proof of ownership include the following:

•: if a broker, bank or other nominee is the record holder of your shares of the Company's common stock: (i) a letter from your bank or broker stating that you acquired the Company's common stock after April 24, 2015, or (ii) a brokerage account statement as of a date after April 24, 2015 indicating that you own the Company's common stock; or
•: if you are the record holder of your shares of the Company's common stock, a copy of your stock certificate or a confirmation acceptable to the Company that you bought the stock after April 24, 2015.

If you are a proxy holder for a stockholder of the Company who owned shares of the Company's common stock as of the close of business on April 24, 2015, then you must bring:

•: the executed proxy naming you as the proxy holder, signed by a stockholder of the Company who owned shares of the Company's common stock as of the close of business on April 24, 2015;
•: valid personal photo identification (such as a driver's license or passport); and
•: if the stockholder whose proxy you hold was not a record holder of the Company's common stock as of the close of business on April 24, 2015, proof of the stockholder's ownership of shares of the Company's common stock as of the close of business on April 24, 2015, in the form of (i) an original or a copy of the voting instruction form from the stockholder's bank or broker with the stockholder's name on it, or (ii) a letter or statement from a bank, broker or other nominee indicating that the stockholder owned the Company's common stock as of the close of business on April 24, 2015.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the annual meeting. Shares may be voted in person at the annual meeting only by (a) the record holder as of the close of business on April 24, 2015 or (b) a person holding a valid proxy executed by such record holder.

Electronic Availability of Proxy Materials for the 2015 Annual Meeting

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 16, 2015. This Proxy Statement and the Annual

Report to Stockholders and Form 10-K for fiscal year 2014 are available electronically at www.proxyvote.com.

Table of Contents

Proxy Statement

Proposal 1 Election of Directors

At the annual meeting, you will elect nine directors to serve until the 2016 annual meeting of stockholders or until their respective successors are elected and qualified, subject to such director's earlier death, resignation, disqualification or removal.

Our bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections. In a contested election, where the number of nominees for director exceeds the number of directors to be elected, directors are elected by a plurality of shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. If a nominee for director who was in office prior to the election is not elected by a majority of votes cast, the director must promptly tender his or her resignation from the Board, and the Nominating and Governance Committee of the Board will make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board, excluding the director in question, will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and its rationale within 90 days (or, if so extended by the Board in certain circumstances, within 180 days) from the date the election results are certified. If a nominee for director who was not already serving as a director does not receive a majority of votes cast in an uncontested election at the annual meeting, the nominee is not elected to the Board. All 2015 nominees are currently serving on the Board.

None of the nominees has any family relationship with any other nominee or with any of our executive officers and no arrangement or understanding exists between any nominee and any other person or persons pursuant to which a nominee was or is to be selected as a director or nominee.

After a thorough evaluation and assessment, the Nominating and Governance Committee has recommended, and the Board has re-nominated, Pamela M. Arway, Charles G. Berg, Carol Anthony ("John") Davidson, Paul J. Diaz, Peter T. Grauer, John M. Nehra, William L. Roper, Kent J. Thiry and Roger J. Valine for election as directors and has not recommended, and the Board has not re-nominated, Dr. Robert J. Margolis for election as a director. Please see the section titled "Corporate Governance — Selection of Directors" below for more information about the re-nomination process. Accordingly, the Board has reduced the number of directors from ten to nine, effective as of immediately prior to the annual meeting, and Dr. Margolis' current term as a director will expire and he will cease to hold the office of "Co-Chairman."

Eight of the nine nominees for director have been determined to be independent under the listing standards of the New York Stock Exchange ("NYSE"). Please see the section titled "Corporate Governance — Director Independence" below for more information. Each nominee has consented to being named in this Proxy Statement as a nominee and has agreed to serve as a director if elected.

Unless the proxy indicates otherwise, the persons named as proxies in the accompanying proxy have advised us that at the annual meeting they intend to vote the shares covered by the proxies for the election of the nominees named above. If one or more of the nominees are unable or not willing to serve, the persons named as proxies may vote for the election of the substitute nominees that the Board may propose. The accompanying proxy contains a discretionary grant of authority with respect to this matter. The persons named as proxies may not vote for a greater number of persons than the number of nominees named above.

A biography of each nominee, current as of March 31, 2015, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience is presented below.

The Board recommends a vote FOR the election of each of the named nominees as directors.

The following chart sets out the current members of our Board Committees and describes the principal functions of each committee of our Board. The charter for each committee is available under the Corporate Governance section of our website, located at http://www.davita.com/about/corporate-governance.

The following table sets forth information regarding the ownership of our common stock as of March 31, 2015 by (a) all persons known by us to own beneficially more than 5% of our common stock, (b) each of our directors and named executive officers, and (c) all of our directors and executive officers as a group. We know of no agreements among our stockholders which relate to voting or investment power over our common stock or any arrangement the operation of which may at a subsequent date result in a change of control of the Company.

This Compensation Discussion and Analysis (the "CD&A") describes our executive compensation program for the following named executive officers ("NEOs"):

Given the emphasis on variable compensation, the Compensation Committee determined to limit increases to fixed compensation amounts in 2014 such that the base salaries of our NEOs were retained at 2013 levels, other than Mr. Staffieri's base salary, which was increased in 2014 in connection with his promotion to Chief Operating Officer of the Company's Kidney Care division. The following pie charts illustrate the allocation of the total direct compensation that the NEOs above earned or, in the case of the long-term incentives, were granted with respect to 2014:

The Compensation Committee believes that the above compensation structure struck an appropriate balance by promoting long-term stockholder value creation without motivating or rewarding excessive risk-taking.

The following graph illustrates how cash performance bonuses over the past three years varied with changes in our adjusted operating income:

To further illustrate our emphasis on compensation based on performance and our commitment to align the interests of our NEOs with those of our stockholders, the following graph illustrates how our CEO's compensation over the past five years varied with changes in our TSR for the same period (indexed to the commencement year of the graph, i.e., 2010). For purposes of this table, CEO total compensation includes all elements of compensation reflected in the "Total" column of the 2014 Summary Compensation Table on page 49 of this Proxy Statement.

The tables below summarize the relative weights, criteria range, maximum performance based eligibility range, actual performance and maximum eligible payout achieved for each of the 2014 STI performance metrics, as well as the actual payout percentage and amount for each of the NEOs.

For 2014, Mr. Kogod received a discretionary bonus of $200,000 outside of the STI Program for advancing strategic initiatives in his role as chief executive officer of our international business, as these initiatives were not included as performance targets in our 2014 STI Program.

The tables below summarize the criteria range and percent range of target PSUs for each of the 2014 PSU performance metrics and detail the relative weightings of each of the 2014 PSU performance metrics for our NEOs. The performance periods for these metrics run through 2017, or in the case of Relative Total Stockholder Return through March 31, 2018 and, therefore, we are not able to present performance against these metrics at this time. Given the market and operating conditions at the time the targets were set, the target vesting levels were designed to be achievable with strong management performance, while vesting at the maximum levels were designed to be difficult to achieve.

The tables below summarize the criteria range and maximum performance based eligibility range and details the relative weightings of each 2015 STI performance metric. As with the 2014 STI program, after the amount of the maximum performance based eligibility amount is determined, the Board and the Compensation Committee may exercise negative discretion to reduce the annual bonus payment applicable to any of the performance criteria based on changed or special circumstances, or factors that may not have been anticipated when the goals were set.

Based on the level of achievement, more or less than 100% of the target PSUs can vest for most performance metrics. The tables below summarize the criteria range and percent range of target PSUs for each of the 2015 LTI performance metrics and details the relative weightings of each of the 2015 PSU performance metrics.

We evaluate the overall competitiveness of our executives' total direct compensation each year in order to assist in executive retention. In 2013 and 2014, the Compensation Committee retained Compensia to perform a comprehensive market analysis of our executive compensation programs and pay levels and based upon the recommendation of Compensia adopted a revised comparator peer group in late 2013.

Compensia provided the Compensation Committee with an analysis of comparative market data on the cash, stock-based compensation and total compensation for senior executives at the companies within our comparator peer group. In addition to public executive compensation data, the Compensation Committee reviewed the compensation practices of our comparator peer group for purposes of benchmarking and to understand general compensation practices of our peers. Our comparator peer group consists of the following companies, which are all in the health care services, diagnostics, managed care and solutions markets:

We are committed to strong governance standards with respect to our compensation program, procedures and practices. We believe that the following aspects of our compensation program are indicative of this commitment.

The following table sets forth information concerning awards made to each of the NEOs under the Company's equity compensation plans during 2014.

The following table sets forth information concerning outstanding SSARs and unvested stock awards held by each of the NEOs at December 31, 2014.

The following table sets forth information concerning the exercise of stock options and SSARs and the vesting of stock awards held by each of the NEOs during 2014.

The Company does not have a defined benefit pension plan in which any employee, including the NEOs, can participate to receive payments or other benefits at, following, or in connection with retirement.

The following table sets forth information concerning the Company's nonqualified deferred compensation plans.

The following tables and summary set forth the Company's payment obligations pursuant to the terms of the employment agreements for each of our NEOs, under the circumstances described below, assuming that their employment was terminated on December 31, 2014. For a description of the value of stock-based awards held by Messrs. Thiry, Rodriguez, Kogod, Staffieri and Dr. Menzel that are subject to accelerated vesting upon a Change of Control, see "— Accelerated Vesting of Stock-Based Awards" below.

The table below sets forth the value of the Company's obligations upon the automatic vesting of the stock-based awards of our NEOs as described above and assumes that the triggering event took place on December 31, 2014.

The following table sets forth information concerning the compensation of our non-employee directors during 2014. Mr. Thiry also serves as a member of the Board. As an executive officer of the Company, Mr. Thiry does not receive any additional compensation for his services as a member of the Board.

No member of the Compensation Committee has served as one of our officers or employees at any time. During 2014, none of our executive officers served as a member of the compensation committee or board of directors of any other company whose executive officer(s) served as a member of our Compensation Committee or Board.


Name of Committee and Members	Principal Functions of the Committee	Meetings in 2014

Audit¹ Carol Anthony ("John") Davidson Chair Charles G. Berg Roger J. Valine	• Assists the Board with oversight of the integrity of our financial statements including the financial reporting and disclosure processes and the integrity and effectiveness of our system of internal control over financial reporting. • Assists the Board with oversight of the independence, qualifications and performance of our independent registered public accounting firm, including a review of the scope and results of their audit, as well as our internal audit function. • Together with the Compliance Committee, assists the Board with oversight of compliance with legal and regulatory requirements, including those that may have a material impact on the Company's financial statements. • Appoints and engages our independent registered public accounting firm, and pre-approves the firm's annual audit services (including related fees), audit-related services, and all other services in accordance with our pre-approval policy. • Monitors our disclosure controls and procedures and compliance with ethical standards.	11

Compensation² Pamela M. Arway Chair Paul J. Diaz Peter T. Grauer Roger J. Valine	• Reviews the performance of our chief executive officer and other executives and makes decisions regarding their compensation. • Establishes policies relating to the compensation of our executive officers and other key employees that further the goal of ensuring that our compensation system for our chief executive officer and our other executives, as well as our philosophy for compensation for all employees and the Board, is aligned with the long-term interests of our stockholders. • Conducts an evaluation of our chief executive officer's performance and the Company's performance and considers a self-assessment prepared by our chief executive officer. Periodically, the Compensation Committee engages an outside consultant to conduct an in-depth analysis of our chief executive officer's performance as a manager during the year. • Has sole authority and discretion to retain or replace its independent compensation consultant. • Annually determines and approves the compensation package for our chief executive officer subject to ratification by the independent members of the Board. • Works closely with and considers the recommendations of our chief executive officer to determine the compensation of our other executive officers. • When determining the compensation of the other executive officers, considers the recommendations of the chief executive officer who conducts a performance and compensation review of each other executive officer and reviews his detailed assessments of the performance of each of the other executive officers with the Compensation Committee. • Reviews the results of advisory stockholder votes and other stockholder feedback on the compensation of our executive officers and considers whether to make adjustments to our compensation policies and practices as a result of such votes.	5


Name of Committee and Members	Principal Functions of the Committee	Meetings in 2014

Nominating and Governance³ Peter T. Grauer Chair Pamela M. Arway Carol Anthony ("John") Davidson Roger J. Valine	• Reviews and makes recommendations to the Board about our governance processes. • Assists in identifying and recruiting candidates for the Board. • Annually reviews the performance of the individual members of the Board. • Proposes a slate of nominees for election at the annual meeting of stockholders. • Makes recommendations to the Board regarding the membership and chairs of the committees of the Board.	3

Compliance Committee⁴ Charles G. Berg Chair Paul J. Diaz John M. Nehra Dr. William L. Roper	• Reviews and oversees compliance with Federal health care program requirements and the five-year Corporate Integrity Agreement entered into with the Office of the Inspector General. • Oversees and monitors the effectiveness of our healthcare regulatory compliance program, reviews significant healthcare regulatory compliance risk areas, and reviews the steps management is taking to monitor, control and report these risk exposures. • Together with the Audit Committee, assists the Board with oversight of compliance with healthcare regulatory requirements. • Has primary responsibility for oversight of healthcare regulatory requirements and for directing the Company's response to certain pending governmental investigations. • Meets regularly with our chief compliance officer.	8

Public Policy⁵ John M. Nehra Chair Pamela M. Arway Paul J. Diaz Dr. Robert J. Margolis	• Advises the Board on public policy and makes recommendations to the Board as to policies and procedures relating to issues of public policy and government relations. • Oversees the Company's government affairs activity and political spending.	2

Clinical Performance⁶ Dr. William L. Roper Chair Carol Anthony ("John") Davidson Dr. Robert J. Margolis	• Advises the Board on clinical performance issues facing the Company. • Makes recommendations to management and to the Board as to policies and procedures relating to issues of clinical performance.	2


Director	Independent	Other Public Company Boards*

Pamela M. Arway1	Yes	2

Charles G. Berg2	Yes	0

Carol Anthony ("John") Davidson2	Yes	2

Paul J. Diaz1	Yes	1

Peter T. Grauer1,3	Yes	1

Dr. Robert J. Margolis	No	0

John M. Nehra	Yes	0

Dr. William L. Roper	Yes	1

Kent J. Thiry	No	0

Roger J. Valine1,2	Yes	0


	2014	2013

Audit fees1	$4,760,714	$4,253,918

Audit-related fees2	487,185	1,158,435

Tax fees3	445,429	300,482

All other fees	—	—

	$5,693,328	$5,712,835


Name and address of beneficial owner¹	Number of shares beneficially owned	Percentage of shares beneficially owned
Warren E. Buffett2 Berkshire Hathaway Inc.2 1440 Kiewit Plaza Omaha, Nebraska 68131	38,565,570	17.9%

The Vanguard Group, Inc.3 100 Vanguard Blvd. Malvern, PA 19355	14,374,912	6.7%

Kent J. Thiry4	1,820,014	*

Dr. Robert J. Margolis5	2,578,820	1.2%

Javier J. Rodriguez6	470,313	*

Dennis L. Kogod7	383,590	*

Dr. Garry E. Menzel	—	*

Michael D. Staffieri8	122,928	*

Pamela M. Arway9	83,102	*

Charles G. Berg10	94,731	*

Carol Anthony ("John") Davidson11	50,491	*

Paul J. Diaz	9,521	*

Peter T. Grauer12	158,777	*

John M. Nehra13	206,531	*

Dr. William L. Roper14	78,600	*

Roger J. Valine15	95,136	*

All directors and executive officers as a group (20 persons)16	6,345,489	2.9%

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

DVA DaVita Inc

Latest DVA Messages

Loading Messages....

Davita Healthcare Partners Inc. News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App




		Pamela M. Arway, 61, has been one of our directors since May 2009. From 2005 to 2007, Ms. Arway served as the president of American Express International, Japan, Asia-Pacific, Australia region, a global payment services and travel company. Ms. Arway joined the American Express Company in 1987 after which she served in various capacities, including as chief executive officer of American Express Australia Limited from 2004 to 2005 and as executive vice president of Corporate Travel, North America from 2000 to 2004. Prior to her retirement in October 2008, she also served as advisor to the American Express Company's chairman and chief executive officer. Ms. Arway has also been a member of the board of the Hershey Company, a chocolate and confectionary company, since May 2010. She currently serves as the Chair of the Governance Committee and as a member of the Audit and Executive Committees of Hershey Company's board. She joined the board of Iron Mountain Incorporated, an enterprise information management services company, in March 2014 and serves as chair of its Compensation Committee. Ms. Arway is an experienced business leader, with extensive management experience.



		Charles G. Berg, 57, has been one of our directors since March 2007. Mr. Berg served as executive chairman and as a member of the board of directors of WellCare Health Plans, Inc. ("WellCare"), a provider of managed care services for government-sponsored healthcare programs from January 2008 to December 2010. Mr. Berg served as non-executive chairman of the board of directors of WellCare from January 2011 to May 2013. From January 2007 to April 2009, Mr. Berg was a senior advisor to Welsh, Carson, Anderson & Stowe, a private equity firm. From April 1998 to July 2004, Mr. Berg held various executive positions with Oxford Health Plans, Inc. ("Oxford"), a health benefit plan provider, which included chief executive officer from November 2002 to July 2004 when Oxford was acquired by UnitedHealth Group, president and chief operating officer from March 2001 to November 2002 and executive vice president, medical delivery from April 1998 to March 2001. From July 2004 to September 2006, Mr. Berg served as an executive of UnitedHealth Group and was primarily responsible for integrating the Oxford business. Mr. Berg currently serves on the Operating Council of Consonance Capital Partners, a private equity firm. Mr. Berg is an experienced business leader with significant experience in the healthcare industry and brings an understanding of the operational, financial and regulatory aspects of our industry and business.





		Carol Anthony ("John") Davidson, 59, has been one of our directors since December 2010. From January 2004 to September 2012, Mr. Davidson served as the senior vice president, controller and chief accounting officer of Tyco International Ltd. ("Tyco"), a provider of diversified industrial products and services. Prior to joining Tyco in January 2004, he spent six years at Dell Inc., a computer and technology services company, where he held various leadership roles, including vice president, audit, risk and compliance, and vice president, corporate controller. In addition, he previously spent 16 years at Eastman Kodak Company, a provider of imaging technology products and services, in a variety of accounting and financial leadership roles. Mr. Davidson is a director of Pentair Plc., a provider of products and solutions in water, fluids, thermal management and equipment protection. He is also a director of Legg Mason Inc., a global asset management firm. Mr. Davidson is a member of the Board of Trustees of the Financial Accounting Foundation which oversees financial accounting and reporting standards setting processes for the United States. Mr. Davidson also serves on the Board of Governors of the Financial Industry Regulatory Authority (FINRA). Mr. Davidson is a CPA with more than 30 years of leadership experience across multiple industries and he brings a strong track record of building and leading global teams and implementing governance and controls processes.



		Paul J. Diaz, 53, has been one of our directors since July 2007. Mr. Diaz serves as the executive vice chairman of Kindred Healthcare, Inc. ("Kindred"), a provider of long-term healthcare services in the United States, a position he has held since March 2015. He served as Chief Executive Officer of Kindred from January 2004 to March 2015, as well as president from January 2002 to May 2012 and as Chief Operating Officer from January 2002 to December 2003. Prior to joining Kindred, Mr. Diaz was the managing member of Falcon Capital Partners, LLC, a private investment and consulting firm, and from 1996 to July 1998, Mr. Diaz served in various executive capacities with Mariner Health Group, Inc., a health care facility operator, including as executive vice president and chief operating officer. Mr. Diaz serves on the board of Kindred and the board of visitors of Georgetown University Law Center and previously served on the board of PharMerica Corporation. Mr. Diaz is an experienced business leader with significant experience in the healthcare industry and brings an understanding of the operational, financial and regulatory aspects of our industry and business.



		Peter T. Grauer, 69, has been one of our directors since August 1994 and our lead independent director since 2003. Mr. Grauer has been chairman of the board of Bloomberg, Inc., a business and financial information company, since April 2001, treasurer since March 2001 and was its chief executive officer from March 2002 until July 2011. Mr. Grauer has also served as a non-executive director of Glencore plc, a global mining and commodities firm listed on the London Stock Exchange, since June 2013. From November 2000 until March 2002, Mr. Grauer was a managing director of Credit Suisse First Boston, a financial services firm. From September 1992 until November 2000, upon the merger of Donaldson, Lufkin & Jenrette ("DLJ"), a financial services firm, into Credit Suisse First Boston, Mr. Grauer was a managing director and founding partner of DLJ Merchant Banking Partners. Mr. Grauer has significant experience as a business leader and brings a deep understanding of our business and industry through his over 20 years of service as a member of the Board.





		John M. Nehra, 66, has been one of our directors since November 2000. From 1989 until his retirement in August 2014, Mr. Nehra was affiliated with New Enterprise Associates ("NEA"), a venture capital firm, including, from 1993 until his retirement, as general partner of several of its affiliated venture capital limited partnerships. Mr. Nehra also served as managing general partner of Catalyst Ventures, a venture capital firm, from 1989 to 2013. Mr. Nehra served on the boards of a number of NEA's portfolio companies until his retirement in August 2014 and remains a retired special partner of NEA. Mr. Nehra is an experienced business leader with approximately 44 years of experience in investment banking, research and capital markets and he brings a deep understanding of our business and industry through his nearly 15 years of service as a member of the Board as well as significant experience in the healthcare industry through his involvement with NEA's healthcare-related portfolio companies.



		Dr. William L. Roper, 66, has been one of our directors since May 2001. Dr. Roper has been chief executive officer of the University of North Carolina ("UNC") Health Care System, dean of the UNC School of Medicine and vice chancellor for medical affairs of UNC since March 2004. Dr. Roper also continues to serve as a professor of health policy and administration in the UNC School of Public Health and a professor of pediatrics and of social medicine in the UNC School of Medicine. From 1997 until March 2004, he was dean of the UNC School of Public Health. Before joining UNC in 1997, Dr. Roper served as senior vice president of Prudential Health Care. He also served as director of the Centers for Disease Control and Prevention from 1990 to 1993, on the senior White House staff in 1989 and 1990 and as the administrator of Centers for Medicare & Medicaid Services from 1986 to 1989. Dr. Roper was a member of and is the immediate past chairman of the board of the National Quality Forum, a non-profit organization that aims to improve the quality of healthcare. From December 2007 to November 2011, Dr. Roper served on the board of Medco Health Solutions, Inc., a pharmacy benefits management company, and since November 2011 has served on the board of its successor company, Express Scripts Holding Company. Dr. Roper brings substantial expertise in the medical field, an in-depth understanding of the regulatory aspects of our business as well as clinical, financial and operational experience.



		Kent J. Thiry, 59, has been our co-chairman of the Board since November 2012 and our chief executive officer since October 1999. In October 2014, Mr. Thiry also became chief executive officer of our integrated care business, HealthCare Partners ("HCP"). From October 1999 until November 2012, Mr. Thiry served as our chairman of the Board. From June 1997 until he joined us in October 1999, Mr. Thiry was chairman of the board and chief executive officer of Vivra Holdings, Inc., which was formed to operate the non-dialysis business of Vivra Incorporated ("Vivra") after Gambro AB acquired the dialysis services business of Vivra in June 1997. From September 1992 to June 1997, Mr. Thiry was the president and chief executive officer of Vivra, a provider of renal dialysis and other healthcare services. From April 1992 to August 1992, Mr. Thiry was president and co-chief executive officer of Vivra, and from September 1991 to March 1992, he was president and chief operating officer of Vivra. From 1983 to 1991, Mr. Thiry was associated with Bain & Company, first as a consultant, and then as vice president. Mr. Thiry previously served on the board of Varian Medical Systems, Inc. from August 2005 to February 2009 and served as the non-executive chairman of Oxford Health Plans, Inc. until it was sold to UnitedHealth Group in July 2004. As a member of management, Mr. Thiry provides significant healthcare industry experience and unique expertise regarding the Company's business and operations as well as executive leadership and management experience.





		Roger J. Valine, 66, has been one of our directors since June 2006. From 1993 to his retirement in July 2006, Mr. Valine served as the chief executive officer of Vision Service Plan ("VSP"), the nation's largest provider of eyecare wellness benefits. From January 1991 to February 2006, Mr. Valine served as both the president and chief executive officer of VSP. Upon his retirement, Mr. Valine had worked for VSP for 33 years and provided consulting services to VSP through January 2008. Mr. Valine previously served on the boards of American Specialty Health Incorporated and SureWest Communications. Mr. Valine is an experienced business leader with significant experience in the healthcare industry and brings an understanding of the operational, financial and regulatory aspects of our business as well as extensive management experience.


Name	Age	Position
Kent J. Thiry	59	Co-Chairman of the Board, Chief Executive Officer and Chief Executive Officer, HealthCare Partners

Javier J. Rodriguez	44	Chief Executive Officer, Kidney Care

Michael D. Staffieri	41	Chief Operating Officer, Kidney Care

Dennis L. Kogod	55	President, HealthCare Partners and Chief Executive Officer, International

Dr. Robert J. Margolis	69	Co-Chairman of the Board

Joseph C. Mello	56	Chief Operating Officer, HealthCare Partners

Dr. Garry E. Menzel	50	Former Chief Financial Officer

James K. Hilger	53	Interim Chief Financial Officer and Chief Accounting Officer

Jeanine M. Jiganti	55	Chief Compliance Officer

Laura A. Mildenberger	56	Chief People Officer, Kidney Care

Kim M. Rivera	46	Chief Legal Officer

LeAnne M. Zumwalt	56	Group Vice President, Purchasing and Public Affairs


	Compensation Discussion and Analysis
	Executive Summary		28
	Our Business		28
	Our Compensation Design and Philosophy		29
	2014 Financial and Performance Highlights		30
	Linking 2014 NEO Compensation to Performance		30
	Stockholder Interest Alignment		33
	Key Features of Our Executive Compensation Program		33
	Elements of Compensation		34
	Base Salary		34
	Short-Term Incentive Program (STI Program) for 2014		34
	Long-Term Incentive Program (LTI Program) for 2014		36
	Executive Compensation Program for 2015		39
	Personal Benefits and Perquisites		41
	Deferred Compensation Program		42
	Severance and Change of Control Arrangements		42
	Process For Determining NEO Compensation		42
	Role of Independent Compensation Committee		42
	Role of Independent Compensation Consultant		44
	Market Competitiveness		45
	Risk Considerations in Our Compensation Program		46
	Compensation Policies and Practices		46
	Management Share Ownership Policy		46
	Policy Regarding Clawback of Bonuses and Incentive Compensation		47
	Tax and Accounting Considerations		47


		NEO		TITLE
		Kent J. Thiry		Co-Chairman of the Board, Chief Executive Officer and Chief Executive Officer, HealthCare Partners¹

		Javier J. Rodriguez		Chief Executive Officer, Kidney Care

		Dennis L. Kogod		President, HealthCare Partners and Chief Executive Officer, International²

		Dr. Garry E. Menzel		Former Chief Financial Officer³

		Michael D. Staffieri		Chief Operating Officer, Kidney Care⁴


NEO	Base Salary¹	Annual Cash Award		Annual LTI Award²
Kent J. Thiry	$1,200,000	$2,610,000		$9,463,889

Javier J. Rodriguez	$800,000	$2,000,000		$5,405,698

Dennis L. Kogod	$800,000	$200,000	3	$2,528,218

Dr. Garry E. Menzel	$510,000	—		—

Michael D. Staffieri	$515,385	$1,100,000		$2,969,152


		We Do		We Do Not
		Have double trigger change in control provisions for acceleration of equity award vesting		Provide excise tax gross-ups on change in control payments for new or materially amended agreements entered into since 2008¹

		Limit severance payments to not more than three times base salary and bonus		Re-price or replace underwater stock options or stock appreciation rights

		Provide for multi-year vesting periods for equity award grants to reinforce a culture in which the Company's long-term success takes precedence over volatile short-term results		Have our Compensation Committee's independent compensation consultant provide any other services to the Company

		Use an independent compensation consultant		Have a defined benefit pension plan

		Have a clawback policy that permits recovery of bonuses, incentive and equity-based compensation from executives

		Seek stockholder feedback on our executive compensation program

		Apply meaningful stock ownership guidelines to strengthen alignment of executives' and stockholders' interests

		Have policies related to the hedging and pledging of Company's securities


Name	2013 Base Salary¹	2014 Base Salary²
Kent J. Thiry	$1,200,000	$1,200,000

Javier J. Rodriguez	$800,000	$800,000

Dennis L. Kogod	$800,000	$800,000

Dr. Garry E. Menzel	$510,000	$510,000

Michael D. Staffieri	$450,000	$550,000


Name	2014 Base Salary	Multiple of 2014 Base Salary	2014 STI Maximum Bonus Potential
Kent. J. Thiry	$1,200,000	3.0x	$3,600,000

Javier J. Rodriguez	$800,000	2.5x	$2,000,000

Dennis L. Kogod	$800,000	2.5x	$2,000,000

Dr. Garry E. Menzel	$510,000	2.0x	$1,020,000

Michael D. Staffieri	$550,000	2.0x	$1,100,000



				Maximum Performance Based Eligibility Range				Maximum Eligible Payout Achieved
2014 STI Performance Metrics	Weight		Criteria Range		(%)	($)	Actual Performance		(%)	($)
Adjusted Enterprise OI	70	%	$1,759 million to $1,860 million		25% - 100%	$630,000 - $2,520,000	$1,832 million		75%	$1,890,000

Kidney Care Mortality	10	%	13.51 or less (lower is better)		0% or 100%	$0 or $360,000	13.48		100%	$360,000

Kidney Care NAG	10	%	4.3% to 4.9%		50% - 100%	$180,000 - $360,000	5.0%		100%	$360,000

HCP MA Enrollment Growth	10	%	10% to 40% above industry		25% - 100%	$90,000 - $360,000	<10%		0%	$0

						Total Eligible STI Bonus			72.5%	$2,610,000

						Total Actual STI Bonus			72.5%	$2,610,000


2014 PSU Performance Metrics	Criteria Range	Percent of Target PSUs

Kidney Care Mortality	13.35 - 12.15 (lower is better)	50% - 200%

Kidney Care Non Acquired Growth	3.95% to 4.70%	50% - 150%

HCP New Market Success	2 to 6 markets that meet threshold	50% - 200%

HCP New Market Adjusted Operating Income	50% to 200% of internal goal	50% - 200%

Relative Total Stockholder Return	40th percentile to 90th percentile	50% - 200%



	Performance Metrics Weightings
2014 PSU Performance Metrics		Company-wide Executives	Kidney Care Division Executives	HCP Division Executives
Kidney Care Mortality		12.5%	25%

Kidney Care Non Acquired Growth		12.5%	25%

HCP New Market Success		12.5%		25%

HCP New Market Adjusted Operating Income		12.5%		25%

Relative Total Stockholder Return		50%	50%	50%


2014 Long-term Incentive Awards	Shares Subject to SSARs (#)	Shares Subject to PSUs (#)	Target Cash-Based Performance Award Value ($)

Kent J. Thiry	282,339	63,022	—

Javier J. Rodriguez	79,228	17,685	2,750,000

Dennis L. Kogod	115,246	8,575	—

Garry E. Menzel	—	—	—

Michael D. Staffieri	25,929	5,788	2,100,000


2015 STI Performance Metrics	Criteria Range	Maximum Performance Based Eligibility Range

Enterprise Adjusted Operating Income	$1,787.5 million to $1,900.0 million	25% - 100%

Core Kidney Care Adjusted Operating Income	$1,550 million to $1,625 million*	25% - 100%

HCP Adjusted Operating Income	$237.5 million to $275.0 million	25% - 100%

International Adjusted Operating Income	Range related to internal budget	25% - 100%

Specific HCP Market Adjusted Operating Income	Range related to internal budget	25% - 100%

Kidney Care Catheter Rate	13.35 - 13.15 (lower is better) and 15% better than industry	50% - 100%

HCP Star Metrics	Customized index range	30% - 100%

Kidney Care Non Acquired Growth	4.3% to 4.9%	25% - 100%

HCP Medicare Advantage Enrollment Growth	5% to 20% above industry	25% - 100%


2015 PSU Performance Metrics	Criteria Range	Percent of Target PSUs

Kidney Care Quality Incentive Program	10% to 40% better than industry	50% - 100%

Kidney Care Non-Acquired Growth	3.95% to 4.70%	50% - 150%

HCP New Market Success	2 to 6 markets that meet threshold	50% - 200%

HCP New Market Adjusted Operating Income	50% to 200% of internal goal	50% - 200%

International Adjusted Operating Income	Range tied to internal goal	25% - 100%

DaVita Rx Specialty Drugs Contracts	50% to 200% of internal goal	50% - 200%

Paladina Members	180% to 541% growth over 3 years	50% - 200%

Village Health Hospital Admission Rate	Range tied to internal goal	50% - 200%

Relative Total Stockholder Return	40th percentile to 90th percentile	50% - 200%


Company¹	1-Year TSR²	3-Year Compound Annual TSR²	Market Capitalization (in millions)²		Net Income for Last 4 Quarters (in millions)³		Revenue for Last 4 Quarters (in millions)³
Catamaran Corporation4	9.0%	22.4%	$10,545		$291		$20,371

Centene Corp.4	76.2%	37.9%	$6,282		$218		$14,767

Community Health Systems, Inc.	37.3%	46.0%	$6,061		$20		$16,990

HCA Holdings, Inc.	53.8%	60.8%	$31,402		$1,772		$36,118

Health Net, Inc.	80.4%	20.7%	$4,282		$160		$12,993

HealthSouth Corporation	17.9%	31.0%	$3,540		$229		$2,336

Humana Inc.4	40.4%	19.3%	$22,517		$972		$46,359

Laboratory Corporation of America Holdings	18.1%	7.9%	$9,601		$518		$5,936

MEDNAX Services, Inc.	23.8%	22.5%	$6,611		$317		$2,439

Molina Healthcare, Inc.4	54.0%	33.8%	$2,504		$19		$8,571

Omnicare, Inc.	22.4%	30.0%	$7,268		$67		$6,326

Quest Diagnostics Incorporated	28.1%	6.8%	$9,899		$556		$7,435

Tenet Healthcare, Inc.	20.3%	35.2%	$4,718		$(73	)	$16,032

Universal Health Services, Inc.	37.3%	42.9%	$10,796		$497		$7,756

Summary Statistics:

75th Percentile	50.5%	37.2%	$10,384		$513		$16,751

50th Percentile	32.7%	30.5%	$6,939		$260		$10,782

DaVita	19.5%	26.0%	$16,170		$727		$12,530

DaVita Percentage Rank	20%	42%	88	%	88	%	53	%


Name and Principal Position	Year	Salary ($)	Bonus¹ ($)	Stock Awards² ($)	Option Awards³ ($)	Non-Equity Incentive Plan Compensation⁴ ($)	All Other Compensation⁵ ($)	Total ($)
Kent J. Thiry	2014	$1,200,000	—	$4,905,159	$4,558,730	$2,610,000	$517,134	$13,791,023

Co-chairman of the Board of Directors,	2013	$1,148,077	—	—	$12,272,760	$3,000,000	$678,420	$17,099,257

Chief Executive Officer and Chief Executive Officer, HealthCare Partners	2012	$1,050,000	$200,000	$7,976,044	$12,074,350	$5,000,000	$498,727	$26,799,121

Javier J. Rodriguez	2014	$800,000	—	$1,376,459	$1,279,239	$8,142,500	$151,140	$11,749,338

Chief Executive	2013	$765,385	—	—	$3,780,980	$1,600,000	$13,245	$6,159,610

Officer, Kidney Care	2012	$700,001	$76,423	$4,036,057	$1,358,364	$1,400,000	$110,638	$7,681,483

Dennis L. Kogod	2014	$800,000	$200,000	$667,422	$1,860,796	$6,142,500	$104,792	$9,775,510

President,	2013	$800,000	—	—	$2,970,770	$1,100,000	$90,042	$4,960,812

HealthCare Partners and Chief Executive Officer, International	2012	$800,004	$118,000	$4,036,057	$1,358,364	$1,400,000	$45,877	$7,758,302

Dr. Garry E. Menzel	2014	$510,000	$44,548	—	—	—	$480	$555,028

Former Chief Financial Officer	2013	$147,115	$66,484	—	$1,624,716	—	$45	$1,838,360

Michael D. Staffieri Chief Operating Officer, Kidney Care	2014	$515,385	$38,363	$450,495	$418,657	$3,392,500	$29,981	$4,845,381


Name	2014 STIP	2012 Cash LTIP	Total Non-Equity Incentive Plan Compensation
*Kent J. Thiry*	$2,610,000	—	$2,610,000

*Javier J. Rodriguez*	$2,000,000	$6,142,500	$8,142,500

*Dennis L. Kogod*	—	$6,142,500	$6,142,500

*Dr. Garry E. Menzel*	—	—	—

*Michael D. Staffieri*	$1,100,000	$2,292,500	$3,392,500

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

DVA DaVita Inc

Latest DVA Messages

Loading Messages....

Davita Healthcare Partners Inc. News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App


Name	Year	Aircraft Usage^* ($)	Life Insurance Premiums ($)	Total All Other Compensation ($)
Kent J. Thiry	2014	$515,981	$1,153	$517,134

Javier J. Rodriguez	2014	$150,660	$480	$151,140

Dennis L. Kogod	2014	$104,230	$562	$104,792

Dr. Garry E. Menzel	2014	—	$480	$480

Michael D. Staffieri	2014	$29,549	$432	$29,981



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards³
Name	Grant Date¹		Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Options Awards: Number of Securities Underlying Options (#)⁴	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁵
	—1		—	2,610,000	3,600,000		—	—	—	—	—	—	—

Kent J. Thiry	4/24/14		—	—	—		31,511	63,022	122,105	—	—	—	$4,905,159

	4/24/14		—	—	—		—	—	—	—	282,339	$69.38	$4,558,730

	—1		—	2,000,000	2,000,000		—	—	—	—	—	—	—

Javier J. Rodriguez	4/24/142		1,375,000	2,750,000	10,000,000		—	—	—	—	—	—	—

	4/24/14		—	—	—		8,843	17,685	33,160	—	—	—	$1,376,459

	4/24/14		—	—	—		—	—	—	—	79,228	$69.38	$1,279,239

	—1		—	—	2,000,000		—	—	—	—	—	—	—

Dennis L. Kogod6	4/24/14		—	—	—		4,288	8,575	17,150	—	—	—	$667,422

	4/24/14		—	—	—		—	—	—	—	115,246	$69.38	$1,860,796

Dr. Garry E. Menzel7	—		—	—	1,020,000		—	—	—	—	—	—	—

	—1		—	1,100,000	1,100,000		—	—	—	—	—	—	—

Michael D. Staffieri	4/24/142		1,050,000	2,100,000	8,400,000		—	—	—	—	—	—	—

	4/24/14		—	—	—		2,894	5,788	10,853	—	—	—	$450,495

	4/24/14		—	—	—		—	—	—	—	25,929	$69.38	$418,657



		Option Awards							Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested¹ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)²	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)¹
	4/13/2011		500,000	3	500,000	3	$43.35	4/13/2016		—		—

	12/18/2012		—		1,000,000	4	$55.34	12/18/2017		—		—

Kent J. Thiry	3/20/2013		—		900,000	3	$59.52	3/20/2018		—		—

	4/24/2014		—		282,339	3	$69.38	4/24/2019		—		—

	12/18/2012		—		—		—	—		144,128	5	$10,916,255

	4/24/2014		—		—		—	—		—		—	63,022	$4,773,286

	3/31/2010		4,667		—		$31.70	3/31/2015		—		—

	4/13/2011		130,000	3	130,000	3	$43.35	4/13/2016		—		—

	12/8/2011		53,333	6	26,667	6	$36.96	12/8/2016		—		—

	12/18/2012		—		112,500	4	$55.34	12/18/2017		—		—

Javier J. Rodriguez	3/19/2013		—		280,000	3	$58.94	3/19/2018

	4/24/2014		—		79,228	3	$69.38	4/24/2019		—		—

	12/18/2012		—		—		—	—		72,932	5	$5,523,870

	4/24/2014		—		—		$—	—		—		—	17,685	$1,339,462

	4/13/2011		—		250,000	3	$43.35	4/13/2016		—		—

	12/18/2012		—		112,500	4	$55.34	12/18/2017		—		—

	3/19/2013		—		220,000	3	$58.94	3/19/2018		—		—

Dennis L. Kogod	4/24/2014		—		115,246	3	$69.38	4/24/2019		—		—

	12/18/2012		—		—		—	—		72,932	5	$5,523,870

	4/24/2014		—		—		—	—		—		—	8,575	$649,471

Dr. Garry E. Menzel	9/9/2013		—		120,000	3	$56.04	9/9/2018		—		—

	3/31/2010		17,000		—		$31.70	3/31/2015		—		—

	9/30/2010		120,000		—		$34.52	9/30/2015		—		—

	3/29/2011		60,000	3	60,000	3	$41.51	3/29/2016		—		—

	8/9/2011		23,334	7	16,666	7	$37.19	8/9/2016		—		—

Michael D. Staffieri	12/18/2012		—		25,200	3	$55.34	12/18/2017		—		—

	3/19/2013		—		50,800	3	$58.94	3/19/2018		—		—

	4/24/2014		—		25,929	3	$69.38	4/24/2019		—		—

	12/18/2012		—		—		—	—		9,868	5	$747,402

	4/24/2014		—		—		—	—		—		—	5,788	$438,383


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)¹	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
Kent J. Thiry Voluntary Deferral Plan	$2,076,923	2	—	$531,796	—	$8,502,028	3

Javier J. Rodriguez Voluntary Deferral Plan	—		—	$5,974	—	$609,817

Dennis L. Kogod Executive Retirement Plan	—		—	$22,238	—	$312,234

Dr. Garry E. Menzel(4)	—		—	—	—	—

Michael D. Staffieri(4)	—		—	—	—	—


	Payment of Base Salary (or multiple thereof) in effect at termination for a specified period following termination		Bonus¹		Continued Health Benefits for a Specified Period Following Termination		Office and Secretarial Assistance		Tax Gross- Up	Total Value
Kent J. Thiry

Death	—		$2,610,000	2	—		—		—	$2,610,000

Disability	—		$2,610,000	2	—		—		—	$2,610,000

Involuntary Termination without Cause	$15,600,000	3	$2,610,000	4	$69,733	5	$385,717	6	—	$18,665,450

Involuntary Termination without Cause (prior to age 62)7	$7,800,000	8	$2,610,000	4	$69,733	5	$385,717	6	—	$10,865,450

Resignation for Good Reason	$15,600,000	3	$2,610,000	4	$69,733	5	$385,717	6	—	$18,665,450

Javier J. Rodriguez

Death	—		—		—		—		—	—

Disability	—		—		—		—		—	—

Involuntary Termination for Other than Material Cause	$1,200,000	9	$1,600,000	10	—		—		—	$2,800,000

Resignation for Good Cause	$1,200,000	9	$1,600,000	10	—		—		—	$2,800,000

Resignation Following a Good Cause Event after a Change of Control	$1,600,000	11	$1,600,000	10	—		—		—	$3,200,000

Dennis L. Kogod

Death	—		—		—		—		—	—

Disability	—		—		—		—		—	—

Involuntary Termination for Other than Material Cause	$800,000	12	$1,100,000	13	—		—		—	$1,900,000

Resignation Following a Good Cause Event Unrelated to a Change of Control	$800,000	12	$1,100,000	13	—		—		—	$1,900,000

Resignation Following a Good Cause Event after a Change of Control	$1,600,000	14	$1,100,000	13	—		—		—	$2,700,000

Dr. Garry E. Menzel

Death	—		—		—		—		—	—

Disability	—		—		—		—		—	—

Involuntary Termination for Other than Material Cause	$510,000	15	—		—		—		—	$510,000

Good Cause Resignation after a Change of Control	$765,000	16	—		—		—		—	$765,000

Michael D. Staffieri

Death	—		—		—		—		—	—

Disability	—		—		—		—		—	—

Involuntary Termination for Other than Material Cause	$550,000	17	—		—		—		—	$550,000

Good Cause Resignation after a Change of Control	$550,000	18	—		—		—		—	$550,000


Name	Value of SSARs¹	Value of Stock Awards²	Tax Gross-Up
Kent J. Thiry3,4	$52,988,676	$10,916,255	—

Javier J. Rodriguez	$12,747,736	$5,523,870	—

Dennis L. Kogod	$14,821,465	$5,523,870	—

Dr. Garry E. Menzel	$2,364,000	—	—

Michael D. Staffieri	$4,229,086	$747,402	—


Name	Fees Earned ($)¹	Stock Awards ($)^2,3,4	SSAR Awards ($)^5,6	Total ($)
Pamela M. Arway	$143,194	$95,020	$71,048	$309,262

Charles G. Berg	$153,913	$95,073	$71,048	$320,034

Carol Anthony ("John") Davidson	$150,000	$95,021	$71,048	$316,069

Paul J. Diaz	$86,944	$95,034	$71,048	$253,026

Peter T. Grauer	$120,625	$138,738	$103,777	$363,140

Dr. Robert J. Margolis	$23,261	$15,754	$46,132	$85,147

John M. Nehra	$108,611	$95,061	$71,048	$274,720

Dr. William L. Roper	$137,473	$95,064	$71,048	$303,585

Roger J. Valine	$122,500	$95,057	$71,048	$288,605



	Stock Awards
Name		Number of Shares of Stock or Units (#)	Grant Date	Grant Date Fair Value of Stock Awards ($)*
Pamela M. Arway		155	3/5/2014	$10,597

		174	3/6/2014	$11,963

		75	3/31/2014	$5,164

		273	6/30/2014	$19,743

		325	9/30/2014	$23,771

		314	12/31/2014	$23,782

TOTAL		1,316		$95,020


Name	Number of Shares Underlying SSARs (#)	Grant Date	Grant Date Fair Value of Awards ($)*
Pamela M. Arway	5,414	6/17/2014	$71,048

Charles G. Berg	5,414	6/17/2014	$71,048

Carol Anthony ("John") Davidson	5,414	6/17/2014	$71,048

Paul J. Diaz	5,414	6/17/2014	$71,048

Peter T. Grauer	7,908	6/17/2014	$103,777

Dr. Robert D. Margolis	3,040	11/1/2014	$46,132

John M. Nehra	5,414	6/17/2014	$71,048

Dr. William L. Roper	5,414	6/17/2014	$71,048

Roger J. Valine	5,414	6/17/2014	$71,048

*DAVITA HEALTHCARE PARTNERS INC.* *2000 16TH STREET DENVER, CO 80202*		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on Monday, June 15, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on Monday, June 15, 2015. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

	M74041-P49604-Z62613 KEEP THIS PORTION FOR YOUR RECORDS