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 13, 2020 (May 12, 2020)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-15925   13-3893191

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Registrant’s telephone number, including area code: (615) 465-7000

4000 Meridian Boulevard

Franklin, Tennessee 37067

(Address of principal executive offices)

 

 

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 (see General Instruction A.2. below):

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   CYH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amended and Restated 2009 Stock Option and Award Plan

At the Annual Meeting of the stockholders (the “Annual Meeting”) of Community Health Systems, Inc. (the “Company”) held on May 12, 2020, the Company’s stockholders approved the Company’s 2009 Stock Option and Award Plan, as amended and restated as of March 20, 2020, subject to stockholder approval at the Annual Meeting (the “Plan”). The results of the stockholder vote on the Plan are set forth further below under Item 5.07 of this Current Report on Form 8-K.

A description of the Plan was included as part of Proposal 3 in the Company’s proxy statement filed on April 2, 2020 (the “Proxy Statement”) and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of its stockholders on May 12, 2020. At the Annual Meeting, the stockholders voted on four proposals, each of which is described more fully in the Company’s Proxy Statement for the Annual Meeting. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:

(1) The stockholders elected each of the following persons as directors of the Company for terms that expire at the 2021 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:

 

Name

   For      Against      Abstain      Broker
Non-Votes 		 

(a) John A. Clerico

     91,653,778        2,320,126        85,704        13,351,911  

(b) Michael Dinkins

     93,598,854        356,769        103,985        13,351,911  

(c) James S. Ely III

     93,447,526        526,544        85,538        13,351,911  

(d) John A. Fry

     93,380,542        589,807        89,259        13,351,911  

(e) Tim L. Hingtgen

     92,508,855        1,444,836        105,917        13,351,911  

(f) Elizabeth T. Hirsch

     93,748,427        228,951        82,230        13,351,911  

(g) William Norris Jennings, M.D.

     93,380,127        592,603        86,878        13,351,911  

(h) K. Ranga Krishnan, MBBS

     93,585,554        369,282        104,772        13,351,911  

(i) Julia B. North

     92,498,942        1,483,006        77,660        13,351,911  

(j) Wayne T. Smith

     92,478,778        1,000,831        579,999        13,351,911  

(k) H. James Williams, Ph.D.

     93,631,064        348,022        80,522        13,351,911  

(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:

 

For

  Against   Abstain   Broker
Non-Votes
91,280,002   2,682,624   96,982   13,351,911

(3) The stockholders approved the amendment and restatement of the Plan, which was approved by the Company’s Board of Directors as of March 20, 2020, subject to stockholder approval at the Annual Meeting:

 

For

  Against   Abstain   Broker
Non-Votes
91,598,589   2,378,053   82,966   13,351,911

(4) The stockholders ratified the appointment of Deloitte & Touche LLP, as the Company’s independent registered public accountants for 2020:

 

2

For

  Against   Abstain   Broker
Non-Votes
106,358,963   985,023   67,533   n/a

Item 9.01. Financial Statements & Exhibits

(d) Exhibits

 

Exhibit
Number 		  

Description

10.1†    Community Health Systems, Inc. 2009 Stock Option and Award Plan, as amended and restated as of March 20, 2020.

 

†

Indicates a management contract or compensatory plan or arrangement

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.

 

Date: May 13, 2020     COMMUNITY HEALTH SYSTEMS, INC
    (Registrant)
    By:  

/s/ Wayne T. Smith

      Wayne T. Smith
      Chairman of the Board and Chief
      Executive Officer
      (principal executive officer)

 

4

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